Common use of Attorney Costs and Expenses Clause in Contracts

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Lead Arrangers and the L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel and (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting in for multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the each L/C Issuers Issuer and the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of outside counsel to the Administrative Agent (and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary may include a whole single special counsel acting for multiple jurisdictions)) (and, (iii) solely in the case of an actual or reasonably perceived conflict of interest, where the Person(s) affected by such conflict notifies the Borrower of the existence of such conflict, one additional firm of counsel in each relevant jurisdiction to each group of similarly situated for all such affected partiesPersons)). 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 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Parent Borrower agree agrees (a) if the Closing Fourth Restatement Effective Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers other Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred on or after the Fourth Restatement Effective Date (without duplicationpromptly following written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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, including all Attorney Costs of (i) Xxxxxx Costs, which shall be limited to Xxxxxx, Xxxxxx & Xxxxxxx LLP and (ii) and, if reasonably necessary, one firm of local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) 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, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan 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, which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (and, (iii) if necessary, one firm of local counsel to the Administrative Agent and Lenders taken as a whole in any relevant jurisdiction and, solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiespersons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 thirty (30) 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this This Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising are the subject of, or excluded from any non-Tax claimSections 3.01 or 3.04.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse (x) the Administrative Agent and the Lead Arrangers Commitment Parties for all reasonable and documented or invoiced such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and (without duplicationy) the Administrative Agent, the Swing Line Lender, the Issuing Banks and the other Agents for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, the reasonable fees and expenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and the Administrative Agent’s standard charges for examination activities and appraisal reviews and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including including, in each case, all Attorney Costs of Costs, which shall be limited to (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to the Administrative Agent and its Affiliates (iiother than Excluded Affiliates), taken as a whole, or the Administrative Agent (and its Affiliates (other than Excluded Affiliates), as applicable) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole whole), in each case excluding allocated costs of in-house counsel and (iiiii) any counsel otherwise retained with in the Borrower’s consent (case of other consultants and advisors, the fees and expenses of such consent not to be unreasonably withheld, conditioned or delayed) persons approved by the Borrowers and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersSwing Line Lenders, the L/C Issuers Issuing Banks and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one primary counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole andwhole, (ii) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant material jurisdiction to each group of the similarly situated affected partiesPersons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses of such persons approved by the Borrowers). The agreements in this Section 10.04 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, thirty (30) days 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 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within Borrowers at least three (3) Business Days of prior to the Closing DateDate (or such later date as the Borrowers may agree in its sole discretion). 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 discretion following five Business Days’ prior written notice to the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, agrees to pay or reimburse (a) the Administrative Agent and Agent, the Lead Arrangers and the Syndication Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the preparation, negotiation, execution, delivery syndication of the Term Loans and administration 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 Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) and in each case subject, if the Closing Date does not occur, to the amount separately agreed between such counsel and the Borrower) and, if necessary, one local and foreign counsel in each relevant jurisdiction, (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agents and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agents and the Lead Arrangers taken as a whole Lenders and, (ii) if reasonably necessary, one local and foreign counsel 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, (iii) solely in the case of an actual or perceived conflict of interestif necessary, one additional local and foreign counsel in each relevant jurisdiction to each group of similarly situated affected parties)jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, L/C Issuers, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel for the Administrative Agent and (ii) if reasonably necessarythe Lead Arrangers, taken as a whole, and one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders Lenders, taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuers, the Lead Arrangers, the L/C Issuers Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Arrangers, taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andwhole)). The foregoing costs and expenses shall include all reasonable search, (iii) solely in the case of an actual or perceived conflict of interestfiling and recording charges relating to Collateral and fees related thereto, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP llp and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Initial Term Loans and Commitments and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and, in the case of an actual or reasonably perceived conflict of interest where each affected party notifies the 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 Lead Arrangers, the L/C Issuers Issuer and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers Lenders and their respective Affiliates, taken as a whole (which firm of counsel shall be selected by the Administrative Agent) and, (ii) solely in the case of an actual or potential conflict of interest, one additional counsel to all such affected Persons, taken as a whole, and, if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders all such Persons, taken as a whole and, (iii) solely in the case of an actual or perceived potential conflict of interest, one additional local counsel in each relevant jurisdiction to each group of similarly situated all affected partiesPersons, taken as a whole). The foregoing costs and expenses shall include all reasonable search and filing 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Senior Managing Agent, the Arrangers and the Lead Arrangers Bookrunners and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the 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 including, in each case, all Attorney Costs of Costs, which shall be limited to (i) Xxxxxx Xxxxxx & Xxxxxxx LLP counsel to each of DBNY and BNYM in connection with the Agency Transfer and (ii) counsel to the Administrative Agent and its Affiliates, one counsel to the Syndication Agent, the Documentation Agent, the Senior Managing Agent, the Arrangers and the Bookrunners and their respective Affiliates, taken as a whole, and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders Lenders, taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs costs, charges and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs costs, charges and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm counsel to each of DBNY and BNYM in connection with the Agency Transfer and (ii) Attorney Costs of counsel to the Administrative Agent and the Lead Arrangers taken as a whole its Affiliates and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by (provided that the Borrower and Lender need not be required to disclose any confidential information or to the extent reasonably available, backup documentation supporting such reimbursement requestprohibited by law or regulation); provided that 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 two Business Days of the Closing Date. If any Loan Party fails to pay when due any costs, charges, 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of Xxxxx Xxxx & Xxxxxxxx llp (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Arrangers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Costsand, which shall be in the case of legal fees, limited to all Attorney Costs of one counsel for all such Persons (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction to each group of similarly situated for such affected partiesPerson)). 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Parent Borrower agree agrees (a) if the Closing Effective Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers other Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred on or after the Effective Date (without duplicationpromptly following written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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, including all Attorney Costs of (i) Xxxxxx Costs, which shall be limited to Xxxxxx, Xxxxxx & Xxxxxxx LLP and (ii) and, if reasonably necessary, one firm of local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) and (b) from and after the Closing 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, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan 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, which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (and, (iii) if necessary, one firm of local counsel to the Administrative Agent and Lenders taken as a whole in any relevant jurisdiction and, solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiespersons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 thirty (30) 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 Effective Date, all amounts due under this Section 10.04 shall be paid on the Closing Effective Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days of prior to the Closing 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this This Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising are the subject of, or excluded from any non-Tax claimSections 3.01 or 3.04.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Documentation Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx White & Xxxxxxx Case LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the Lead Arrangers L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel and (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting in for multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the each L/C Issuers Issuer and the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of outside counsel to the Administrative Agent (and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary may include a whole single special counsel acting for multiple jurisdictions)) (and, (iii) solely in the case of an actual or reasonably perceived conflict of interest, where the Person(s) affected by such conflict notifies the Borrower of the existence of such conflict, one additional firm of counsel in each relevant jurisdiction to each group of similarly situated for all such affected partiesPersons)). 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 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Syndication Agents and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of Costs, which shall be limited to Hunton & Xxxxxxxx LLP (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant applicable jurisdiction (which may include and, in the event of a single special conflict of interest, one additional counsel acting in multiple jurisdictions) material of each type to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedaffected parties)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Co-Syndication Agents, the Arrangers and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Joint Bookrunners (ii) if reasonably necessary, and one local counsel in each relevant applicable jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in of each relevant jurisdiction type to each group of similarly situated the 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 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 30 ten (10) Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, The agreements in this Section 10.04 shall not apply to Taxessurvive the resignation of the Administrative Agent or the Collateral Agent, except the replacement of, or assignment of rights by, any Taxes that represent costs Lender, the termination of the Aggregate Commitments and expenses arising from any non-Tax claimthe repayment, satisfaction or discharge of all the other Obligations.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Original Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed) and (b) from and after the Original Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 requestdetail; provided that that, with respect to the Original Closing Date, all amounts due under this 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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, agrees to pay or reimburse (a) the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the preparation, negotiation, execution, delivery syndication of the Term Loans and administration 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 Costs of (i) Xxxxxx Xxxxxx Sxxxxxxx & Xxxxxxx LLP and (ii) Cxxxxxxx and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agents and the Lead Arrangers taken as a whole Lenders and, (ii) if reasonably necessary, one local and foreign counsel 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, (iii) solely in the case of an actual or perceived conflict of interestif necessary, one additional local and foreign counsel in each relevant jurisdiction to each group of similarly situated affected parties)jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if to the extent the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Lead Arrangers and the L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel and (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting in for multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the each L/C Issuers Issuer and the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of outside counsel to the Administrative Agent (and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary may include a whole single special counsel acting for multiple jurisdictions)) (and, (iii) solely 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 existence of such conflict, one additional firm of counsel in each relevant jurisdiction to each group of similarly situated for all such affected partiesPersons)). 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 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLP Rxxxxxx llp (and any other counsel retained with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to for the interests of Administrative Agent and the Lenders taken as a whole and (iii) any counsel 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 Lead Syndication Agents, the Arrangers, the L/C Issuers Bookrunners and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 requestdetail; provided that 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 (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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs expenses incurred prior to, on or after the Closing Date (provided that in the case of payment to be made on the Closing Date, such expenses are to be invoiced two (2) Business Days prior to the Closing Date and expenses otherwise, within thirty (without duplication30) incurred days following written demand therefor) in connection with the syndication of the Commitments of the Lenders made available to the Borrower on the Closing Date and the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of Administrative Agent and the Lenders Lead Arrangers taken as a whole and (iii) any counsel otherwise and, to the extent retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed), of a single local counsel in each relevant jurisdiction (which may be a single local counsel acting in multiple material jurisdictions)) (in each case, except allocated costs of in-house counsel), and (b) from and after the Closing Date, promptly following written demand therefor, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Arrangers and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, limited in the case of out-of-pocket legal fees and including all respective Attorney Costsexpenses, which shall be limited to the Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, to the extent retained with the Borrower’s consent (ii) if reasonably necessarysuch consent not to be unreasonably withheld or delayed), one of a single local counsel in each relevant jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual or perceived conflict of interestinterest between the Administrative Agent, the Lead Arrangers and the Lenders, where the Lender or Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest and thereafter retains its own counsel, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole) (in each case, except allocated costs of in-house counsel)) (provided that, other than in connection with an enforcement of any rights or remedies under, and in accordance with, this Agreement and the other Loan Documents, the Borrower shall not be required to reimburse the Administrative Agent, any Lender or any Lead Arranger for any fees, costs or expenses of any third-party advisors, other than such counsel, to the extent retained without the Borrower’s consent (such consent not to be unreasonably withheld or delayed)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.196

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date (without duplicationpromptly upon written demand therefor) incurred in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses (promptly following written demand therefor) incurred in connection with the enforcement or 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 in the case of Attorney Costs to those of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual conflict of interest between the Administrative Agent and the Lenders, where the Lender or perceived Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 Each Borrower agree 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 (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of Costs, which shall be limited to one primary counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers (i) Xxxxxx which shall be Xxxxxx & Xxxxxxx LLP for any and (iiall 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) if reasonably necessary, and one local counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole (and (iii) any solely in the case of an actual or perceived conflict of interest, one additional counsel otherwise retained with the Borrower’s consent (such consent not in each relevant jurisdiction that is material to be unreasonably withheld, conditioned or delayedeach group of similarly situated affected Indemnitees) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Lead Arrangers and the Lenders 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 protection 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 164 any proceeding under any Debtor Relief Law), and including all respective Attorney Costs, Costs which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) and solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected partiesIndemnitees)). 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 Commitments, the repayment of all other ObligationsObligations and the resignation or removal of the Administrative Agent and the Collateral Agent. All amounts due under this Section 10.04 shall be paid within 30 Business Days following thirty (30) days after receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower Borrowers 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 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower Borrowers 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, agrees to pay or reimburse (a) the Administrative Agent and Agent, the Lead Arrangers and the Syndication Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term Loans and Revolving Credit Loans (without duplicationincluding reasonable and documented out of pocket travel expenses) incurred in connection with and the preparation, negotiation, execution, delivery negotiation and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) and in each case subject, if the Closing Date does not occur, to the amount separately agreement between such counsel and the Borrower) and one local and foreign counsel in each relevant jurisdiction, (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agents and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Lenders (iiand any other counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) if reasonably necessary, and one local and foreign counsel 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 whole and, Borrower’s consent (iiisuch consent not to be unreasonably withheld or delayed)) solely in the case of an actual or perceived conflict of interest, and one additional local and foreign counsel in each relevant jurisdiction to each group of similarly situated affected parties)jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and the Lead Class D Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessaryLinklaters LLP, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Collateral Agent, the Syndication Agent, the Original Syndication Agent, the Co-Documentation Agents, the Original Co-Documentation Agents, the Arrangers, the L/C Issuers Class D Arrangers and the Lenders 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 protection 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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole andCollateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (ii) if reasonably necessaryreasonable, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesSection 10.04(a)) 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occursoccurs and to the extent not paid or reimbursed on or prior to the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one primary counsel and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent and each Lender, the L/C Issuers and the 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 protection 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 (i) a single firm of one counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers Lenders, taken as a whole (and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iiiwhole) and solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto. 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 30 Business Days following thirty (30) days of receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Parent Borrower and to the 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 Parent 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiationnegotiation and execution of the Loan Documents, executionand to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, delivery preparation, negotiation and administration execution of this Agreement and the other 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 the Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, of one regulatory counsel and one local counsel 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, (iii) 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 an actual or perceived a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction jurisdiction) for the affected parties taken as a whole; provided, however, that notwithstanding anything to each group of similarly situated affected parties)the contrary in this Section 10.03, any costs or expenses that are taxes shall be governed exclusively by Section 3.01. 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Costs but limited to Attorney Costs those of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Lenders (ii) if reasonably necessary, and one local counsel in each relevant applicable jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated the affected parties). 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 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the Lead Arrangers Swing Line Lender for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred on or after the Closing Date in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Supplemental Administrative Agents, the Issuing Banks, the Swing Line Lender and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm 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, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case 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 to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice sole discretion. Expenses shall be deemed to be documented in reasonable detail only if they provide the detail required to enable the Borrower, acting in good faith, to determine that such expenses relate to the Borroweractivities with respect to which reimbursement is required hereunder. 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 a discount, except any Taxes that represent costs and expenses arising credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Arrangers and the Lead Arrangers their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred (without duplicationpromptly following written demand therefor, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Borrower) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one firm of counsel and (ii) if reasonably necessary, one a single firm of local counsel in each any other relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) 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 whole and (iii) any counsel otherwise retained with Arrangers have engaged without the Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Collateral Agent, the Arrangers, the L/C Issuers each Issuer and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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. The foregoing costs and expenses shall include all reasonable search, which shall be limited to Attorney Costs of (i) a single firm of counsel to the Administrative Agent filing, recording and the Lead Arrangers taken as a whole andtitle insurance charges and fees and taxes related thereto, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)and other out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 9.03 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 9.03 shall be paid within 30 Business Days following 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 following five Business Days’ prior written after reasonable notice thereof has been given to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Parent Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Revolving Credit Commitments and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx Xxxxx LLP, (ii) Xxxxx Xxxxx LLP, (iii) Xxxxx Xxxxx International LLP and (iiiv) if reasonably necessary, one GANADO Advocates (and a single local counsel in each other relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel or otherwise retained with the Maltese Borrower’s prior written 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 Lead ArrangersCollateral Agent, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of counsel to the Administrative Agent Agent, the Collateral Agent, the L/C Issuers and the Lead Arrangers Lenders, taken as a whole whole, and, (ii) if reasonably necessaryto the extent required, one firm of local counsel in each relevant local jurisdiction material (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Maltese Borrower’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Subject to the interests of limitations above, the Lenders taken as a whole andforegoing costs and expenses shall include all reasonable search, (iii) solely in filing, recording and title insurance charges and fees related thereto, and other reasonable and documented or invoiced out-of-pocket expenses incurred by the case of an actual Administrative Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)the Collateral 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 30 10 Business Days following of receipt by the Maltese 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimdetail.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 (other than the occurrence of the Closing Date) contemplated hereby or thereby are consummated)) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel to the Arrangers and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, (i) to pay all reasonable out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (ii) to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Joint Bookrunners and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection 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, Costs which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole whole) and, (iii) solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesPersons)). 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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Mexican Collateral Agent, the Arranger the Bookrunner, the Swing Line Lender and the Lead Arrangers their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) Costs, which shall be limited to one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties (in each case, which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise shall have been retained with the Borrower’s consent of the Borrower (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersMexican Collateral Agent, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (1) Attorney Costs of (i) a single firm of one counsel to the Administrative Agent Agent, the Mexican Collateral Agent, the Swing Line Lender and the Lead Arrangers Arranger (taken as a whole whole) and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and one specialty counsel in each applicable specialty and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction Jurisdiction or specialty to each group of similarly situated affected parties) and (2) Attorney Costs of one counsel to the Required Lenders (taken as a whole) and, if reasonably necessary, one local counsel in each relevant jurisdiction and one specialty counsel in each applicable specialty and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant Jurisdiction or specialty to each group of similarly affected parties); provided, however, that the Borrower will not be required to pay the fees and expenses of third party advisors to the Administrative Agent, the Mexican Collateral Agent, the L/C Issuers and the Lenders retained without the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (it being understood and agreed that this proviso shall not apply to (i) Attorney Costs incurred at any time and (ii) fees and expenses of third party advisors not constituting Attorney Costs incurred at any time that an Event of Default has occurred and is continuing, which fees and expenses shall, in both cases, be required to be paid by the Borrower without restriction). 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 30 Business Days 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 requestdetail; provided that 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if to pay or reimburse the Closing Date occurs, Engagement Parties for such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and to pay or reimburse the Administrative Agent and the Lead Arrangers other Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including including, in each case, all Attorney Costs of Costs, which shall be limited to (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to the Administrative Agent and its Affiliates (iiother than Excluded Affiliates), taken as a whole, or the Administrative Agent (and its Affiliates (other than Excluded Affiliates), as applicable) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole whole), in each case excluding allocated costs of in-house counsel and (iiiii) any counsel otherwise retained with in the Borrower’s consent (case of other consultants and advisors, the fees and expenses of such consent not to be unreasonably withheld, conditioned or delayed) persons approved by the Borrowers and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one primary counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole andwhole, (ii) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant material jurisdiction to each group of the similarly situated affected partiesPersons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses of such persons approved by the Borrowers). 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, thirty (30) days 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 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within Borrowers at least three (3) Business Days of prior to the Closing DateDate (or such later date as the Borrowers may agree in its sole discretion). 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 discretion following five Business Days’ prior written notice to the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers Arranger for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Initial Term Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of Xxxxx Xxxx & Xxxxxxxx LLP (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Arranger and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Costsand, which shall be in the case of legal fees, limited to all Attorney Costs of one counsel for all such Persons (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction to each group of similarly situated for such affected partiesPerson)). 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree Borrowers shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Xxxxxxx-Xxxxxx International agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiationnegotiation and execution of the commitment letter related to this Agreement, executionthe Fee Letters, delivery and administration of this Agreement and the other Loan Documents, the syndication of the Loans, the due diligence related thereto, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessaryCosts, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to whether invoiced for payment at the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldClosing or subsequently invoiced, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or protection preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all respective Attorney Costs, which ; provided that Attorney Costs with respect to this Section 10.04(b) shall be limited to Attorney Costs the reasonable fees, expenses and disbursements of (i) a single firm of no more than one counsel to for the Administrative Agent and the Joint Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local in addition to counsel for the Administrative Agent in each relevant applicable non-U.S. jurisdiction material to in which a Borrower is organized), and one counsel for the interests L/C Issuers and the Lenders (unless, as reasonably determined by such counsel for the L/C Issuers and the Lenders, representation of any of the L/C Issuers or the Lenders taken by such counsel would be inappropriate due to actual or potential conflicts of interest between such L/C Issuer or Lender as a whole and, (iii) solely in the case may be, and any other L/C Issuer or Lender(s), in which case such L/C Issuer or Lender, as applicable, shall have the right to employ separate counsel, at the Borrower’s expense). The foregoing costs and expenses shall include all reasonable search, 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 reasonable cost of an actual independent public accountants and other outside experts retained by the Administrative Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)any Lender. All amounts due under this Section 10.04 shall be payable within thirty days after demand therefor. 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Lead Arrangers and the L/C Issuers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Term B Loans and Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local counsel in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel to the affected indemnified persons taken as a whole and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the each L/C Issuers Issuer and the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one primary firm and one local firm of outside counsel to the Administrative Agent Agent). The foregoing fees, costs and the Lead Arrangers taken as a whole andexpenses shall include all reasonable search, (ii) if reasonably necessaryfiling, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole andrecording and title insurance charges and fees related thereto, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 twenty (20) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree Borrowers shall be jointly and severally liable for their ratable share of the Attorney Costs and expenses set forth in this Section 10.04, and Xxxxxxx-Xxxxxx International agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Joint Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiationnegotiation and execution of the commitment letter related to this Agreement, executionthe Fee Letters, delivery and administration of this Agreement and the other Loan Documents, the syndication of the Loans, the due diligence related thereto, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessaryCosts, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to whether invoiced for payment at the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldClosing or subsequently invoiced, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers Issuer and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or protection preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all respective Attorney Costs, which ; provided that Attorney Costs with respect to this Section 10.04(b) shall be limited to Attorney Costs the reasonable fees, expenses and disbursements of (i) a single firm of no more than one counsel to for the Administrative Agent and the Joint Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local in addition to counsel for the Administrative Agent in each relevant applicable non-U.S. jurisdiction material to in which a Borrower is organized), and one counsel for the interests L/C Issuer and the Lenders (unless, as reasonably determined by such counsel for the L/C Issuer and the Lenders, representation of any of the L/C Issuer or the Lenders taken by such counsel would be inappropriate due to actual or potential conflicts of interest between such L/C Issuer or Lender as a whole and, (iii) solely in the case may be, and any other L/C Issuer or Lender(s), in which case such L/C Issuer or Lender, as applicable, shall have the right to employ separate counsel, at the Borrower’s expense). The foregoing costs and expenses shall include all reasonable search, 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 reasonable cost of an actual independent public accountants and other outside experts retained by the Administrative Agent or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)any Lender. All amounts due under this Section 10.04 shall be payable within thirty days after demand therefor. 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the development, preparation, negotiationnegotiation and execution of the Loan Documents, executionand to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, delivery preparation, negotiation and administration execution of this Agreement and the other 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 the Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, of one regulatory counsel and one local counsel 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 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 and the Lenders taken as a whole and, (iii) if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction, in each case for the Administrative Agent and the Lenders taken as a whole and, solely in the case of an actual or perceived a conflict of interest, one additional counsel (and if reasonably necessary, of one regulatory counsel and one local counsel in each relevant jurisdiction jurisdiction) for the affected parties taken as a whole; provided, however, that notwithstanding anything to each group of similarly situated affected parties)the contrary in this Section 10.03, any costs or expenses that are taxes shall be governed exclusively by Section 3.01. 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, L/C Issuers, the Global Coordinators and the Lead Arrangers Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel for the Administrative Agent, the Global Coordinators and (ii) if reasonably necessarythe Joint Bookrunners, taken as a whole, and one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders Lenders, taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Issuers, the Global Coordinators, the Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent Agent, the Global Coordinators and the Lead Arrangers Joint Bookrunners, taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andwhole)). The foregoing costs and expenses shall include all reasonable search, (iii) solely in the case of an actual or perceived conflict of interestfiling and recording charges relating to Collateral and fees related thereto, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Acquisition Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Loans and Commitments and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLP Rxxxxxx llp (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s Borrowers’ consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Issuer and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 for all such Persons (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction to each group of similarly situated for such affected partiesPerson)). 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Arrangers and the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 by any such amendment, waiver, consent or other modification are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all but limited, in the case of legal fees and expenses to Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP incurred on or prior to the Closing Date or in connection with matters incident to the closing and thereafter to one (ii1) counsel to the Administrative Agent and the Arrangers taken as a whole, and, if reasonably necessary, of one (1) local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders such persons, taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), but limited, in the case of legal fees and including all respective Attorney Costsexpenses, which shall be limited to the Attorney Costs of one (i1) a single firm of counsel to the Administrative Agent and the Lead Arrangers Lenders, taken as a whole in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents and, solely in the case of a conflict of interest, one (ii1) additional counsel to all similarly affected Persons, taken as a whole, and if reasonably necessary, one (1) local counsel to all such persons in each relevant material jurisdiction material to the interests of the Lenders taken as a whole such Person and, (iii) solely in the case of an actual or perceived a conflict of interest, one (1) additional local counsel in each relevant jurisdiction to each group of all similarly situated affected parties)persons, taken as a whole. The agreements in this Section 10.04 foregoing costs and expenses shall survive the termination of the Aggregate Commitments include all search, filing, recording, title insurance and repayment of all appraisal charges and fees and Taxes related thereto, and other Obligationsreasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within 30 Business Days thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses a written demand therefor (together with reasonable backup documentation). The agreements 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 survive the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Termination 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Arrangers and the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 by any such amendment, waiver, consent or other modification are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all but limited, in the case of legal fees and expenses to Attorney Costs of (i) Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP and Xxxxx Xxxxxx LLP incurred on or prior to the Closing Date or in connection with matters incident to the closing and thereafter to one (ii1) counsel to the Administrative Agent, and, if reasonably necessary, of one (1) local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers Agent and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the administration of the Loan Documents and enforcement or 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), but limited, in the case of legal fees and including all respective Attorney Costsexpenses, which shall be limited to the Attorney Costs of one (i1) a single firm of counsel to the Administrative Agent and and, solely in connection with the Lead Arrangers enforcement of any rights or remedies under this Agreement or the other Loan Documents, one (1) additional counsel to the Lenders, taken as a whole whole, and, (ii) if reasonably necessary, one (1) local counsel to the Administrative Agent and, solely in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents, one (1) additional local counsel to the Lenders, taken as a whole, in each relevant material jurisdiction material to the interests of the Lenders taken as a whole (and, (iii) solely in the case of an actual or perceived potential conflict of interest, one (1) additional counsel in each relevant jurisdiction to each group of similarly situated the affected partiesLenders, taken as a whole). The agreements in this Section 10.04 foregoing costs and expenses shall survive the termination of the Aggregate Commitments include all search, filing, recording, title insurance and repayment of all appraisal charges and fees and Taxes related thereto, and other Obligationsreasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within 30 Business Days thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses a written demand therefor (together with reasonable backup documentation). The agreements 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 survive the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Termination 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees, (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 a single firm of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP New York counsel to the Administrative Agent and (ii) Collateral Agent and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse (x) the Administrative Agent and the Lead Arrangers Commitment Parties for all reasonable and documented or invoiced such out-of-pocket costs and expenses as shall have been separately agreed upon in writing and (without duplicationy) the Administrative Agent, the Swing Line Lender, the Issuing Banks and the other Agents for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, the reasonable fees and expenses of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and the Administrative Agent’s standard charges for examination activities and appraisal reviews and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including including, in each case, all Attorney Costs of Costs, which shall be limited to (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to the Administrative Agent and its Affiliates (iiother than Excluded Affiliates), taken as a whole, or the Administrative Agent (and its Affiliates (other than Excluded Affiliates), as applicable) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole whole), in each case excluding allocated costs of in-house counsel and (iiiii) any counsel otherwise retained with in the Borrower’s consent (case of other consultants and advisors, the fees and expenses of such consent not to be unreasonably withheld, conditioned or delayed) persons approved by the Borrowers and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersSwing Line Lenders, the L/C Issuers Issuing Banks and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one primary counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole andwhole, (ii) and one local counsel, if reasonably necessary, one local counsel in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant material jurisdiction to each group of the similarly situated affected partiesPersons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses of such persons approved by the Borrowers). The agreements in this Section 10.04 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 30 Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by the Borrower and to the extent reasonably available, thirty (30) days 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 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within Borrowers at least three (3) Business Days of prior to the Closing DateDate (or such later date as the Borrowers may agree in its sole discretion). 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 discretion following five Business Days’ prior written notice to the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.. Section 10.05

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Global Coordinators and the Lead Arrangers Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel for the Administrative Agent, the Global Coordinators and (ii) if reasonably necessarythe Joint Bookrunners, taken as a whole, and one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders Lenders, taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Global Coordinators, the Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent Agent, the Global Coordinators and the Lead Arrangers Joint Bookrunners, taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andwhole)). The foregoing costs and expenses shall include all reasonable search, (iii) solely in the case of an actual or perceived conflict of interestfiling and recording charges relating to Collateral and fees related thereto, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the Lead Arrangers their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx all Attorney Costs, which shall be limited to Xxxxxx & Xxxxxxx LLP and (ii) plus, if reasonably necessary, one local counsel in each relevant applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole whole, in each case, except allocated costs of in-house counsel, and (iiiii) any counsel otherwise retained with in the Borrower’s consent case of other consultants and advisers, the fees and expenses of such persons approved by the Borrower (such consent approval not to be unreasonably withheld, conditioned delayed or delayed) conditioned), and (b) from and after the Closing Date, to pay or reimburse the Arrangers, the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one primary counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties) and (ii) in the case of other consultants and advisers (other than in connection with any enforcement or protection of rights and remedies hereunder during the continuance of an Event of Default), the fees and expenses of such persons approved by the Borrower (such approval not to be unreasonably withheld, delayed or conditioned). 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 30 Business Days 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 requestdetail; provided that 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 at least three Business Days of prior to the Closing DateDate (or such shorter period as the Borrower shall reasonably 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners (without duplication) for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication and execution, delivery 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, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx Costs, which shall be limited to Xxxx Xxxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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, the L/C Issuers Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and the Lead Arrangers taken as a whole and, Lenders (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andor otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, (iii) solely in the case of an actual conditioned or perceived conflict of interestdelayed)). The foregoing costs and expenses shall include all reasonable search, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arranger and the Lead Arrangers L/C Issuers for all reasonable and 219 documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Revolving Credit Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel and (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction (which to the extent necessary, may include a single special counsel acting in for multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead ArrangersArranger, the each L/C Issuers Issuer and the Lenders (taken as a whole) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of outside counsel to the Administrative Agent (and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant appropriate jurisdiction material (which to the interests of the Lenders taken as extent necessary may include a whole single special counsel acting for multiple jurisdictions)) (and, (iii) solely in the case of an actual or reasonably 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 to each group of similarly situated affected partiesjurisdiction)). 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 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arranger and the Lead Arrangers Supplemental Administrative Agents for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred on or after the Closing Date in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (ix) Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel to the Collateral Agent and (ii) the Administrative Agent and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Administrative Agent and the Collateral Agent (which may include be a single special local counsel acting in multiple material jurisdictions) and (y) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Lead Arranger, the Supplemental Administrative Agents, and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (ix) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, and the Lead Arrangers Supplemental Administrative Agents taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) to the interests of Administrative Agent, the Collateral Agent, and the Supplemental Administrative Agents taken as a whole), (y) one counsel to the Lead Arranger and the Lenders taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (iiiwhich may be a single local counsel acting in multiple material jurisdictions) to the Lead Arranger and the Lenders taken as a whole) and (z) solely in the case event of an actual a conflict of interest between the Lead Arranger and the Lenders, where the Person or perceived 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 affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubtand/or any Lender may receive a benefit, this Section 10.04 shall not apply to Taxesincluding a discount, except any Taxes that represent costs and expenses arising credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers Backstop DIP Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiationsyndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests all reasonable out-of-pocket expenses of the Lenders taken as a whole Administrative Agent associated with creating and (iii) any counsel otherwise retained with maintaining an electronic document delivery service and providing accounting for the Borrower’s consent (such consent not to be unreasonably withheldLenders, conditioned or delayed) and (b) from to pay all actual out-of-pocket expenses of the Administrative Agent and after the Closing DateBackstop DIP Lenders in connection with the Cases, including Attorney Costs, and (c) to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 to Attorney Costs of (i) a single firm prior to 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 taken as a whole and, other Agents (iicollectively) if reasonably necessary, (and one local counsel to the Lenders (collectively) and one local counsel to the Administrative Agent and the other Agents (collectively) in each relevant applicable jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated the affected parties)) and (ii) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the 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 or Backstop DIP Lender. The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 five (5) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimdetail.

Attorney Costs and Expenses. Section 10.04 The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP XXX (and any other counsel retained with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to for the interests of Administrative Agent and the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 requestdetail; provided that 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 (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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.-178-

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Fourth A&R Refinancing Effective Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred by the Administrative Agent and the Arrangers in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders all such Persons, taken as a whole and (iii) any and, solely in the case of an actual conflict of interest, one additional counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldeach similarly situated group of affected Persons, conditioned or delayedtaken 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 Lead Arrangers, the L/C Issuers Arrangers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent Agent). The foregoing costs and the Lead Arrangers taken as a whole andexpenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (ii) if reasonably necessaryreasonable, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesSection 10.04(a)) 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 30 ten Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Co-Documentation Agents and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred (without duplicationpromptly following written demand therefor, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Borrower) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx Sxxxxxx Xxxxxxx & Xxxxxxx LLP Bxxxxxxx LLP, as counsel to the Agents on and (ii) if reasonably necessaryafter the Third Amendment Effective Date, one and White & Case LLP, as counsel to the Agents on and prior to the Third Amendment Effective Date, and, for the avoidance of doubt, all Attorney Costs of each of the foregoing in connection with the Third Amendment, and local counsel in each any other relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldbut excluding all other Attorney Costs), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Co-Documentation Agents, the Arrangers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, as counsel to the Agents on and after the Third Amendment Effective Date and the Third Amendment Left Lead Arranger (i) as defined in the Engagement Letter (as defined in the Third Amendment)), and White & Case LLP, as counsel to the Agents on and prior to the Third Amendment Effective Date, and, for the avoidance of doubt, all Attorney Costs of each of the foregoing in connection with the Third Amendment, as applicable, the Attorney Costs of a single law firm acting as counsel to the other Agents and the Lenders taken as a whole (and, if necessary, one firm of local counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one firm of local counsel in each relevant jurisdiction material to the interests of other Agents and the Lenders taken as a whole in any relevant jurisdiction and, (iii) solely in the case event of an any actual or perceived potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiespersons taken as a whole)). 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, in the case of Section 10.04(a)) 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this This Section 10.04 shall not apply to TaxesIndemnified Taxes or Excluded Taxesany excluded taxes or other similar excluded amounts described in Section 3.01(a), except any Taxes that represent costs and expenses arising from any non-Tax claimwhich, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to taxes covered by Section 3.04.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 consummatedconsuimnat ed), and the consummation and administration of the transactions contemplated hereby and thereby, including in cluding all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Bor rower’s consent (iisuch consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to for the interests of Administrative Agent and the Lenders taken as a whole and (iii) any counsel 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 Lead ArrangersSyndication Agents, the L/C Issuers Ar rangers, the Bookrunners and the Lenders for all reasonable and documented out-of-pocket costs and expenses ex penses incurred in connection with the enforcement or 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 in cluding any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 Sec tion 10.04 shall be paid within 30 Business Days thirty (30) 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 requestdetail; provided that 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.-145-

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-of- pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and administration amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and, if reasonably necessary, one local and foreign counsel 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 Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimSECTION 10.05.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date (without duplicationpromptly upon written demand therefor) incurred in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLP and (ii) Rxxxxxx llp and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses (promptly following written demand therefor) incurred in connection with the enforcement or 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 in the case of Attorney Costs to those of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual conflict of interest between the Administrative Agent and the Lenders, where the Lender or perceived Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 Parent Borrower agree agrees (a) if the Closing Effective Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers other Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred on or after the Effective Date (without duplicationpromptly following written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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, including all Attorney Costs of (i) Xxxxxx Costs, which shall be limited to Xxxxxx, Xxxxxx & Xxxxxxx LLP and (ii) llp and, if reasonably necessary, one firm of local counsel in each any relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) and (b) from and after the Closing 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, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan 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, which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (and, (iii) if necessary, one firm of local counsel to the Administrative Agent and Lenders taken as a whole in any relevant jurisdiction and, solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiespersons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 thirty (30) 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 Effective Date, all amounts due under this Section 10.04 shall be paid on the Closing Effective Date solely to the extent invoiced to the Parent Borrower within three (3) Business Days of prior to the Closing 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this This Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising are the subject of, or excluded from any non-Tax claimSections 3.01 or 3.04.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, and the Lead Arrangers Arranger for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the syndication of the Term Loans and the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Arranger and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single one firm of outside counsel to the Administrative Agent and the Lead Arrangers Lenders and their respective Affiliates, taken as a whole (which firm of counsel shall be selected by the Administrative Agent) and, (ii) solely in the case of an actual or potential conflict of interest, one additional counsel to all such affected Persons, taken as a whole, and, if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders all such Persons, taken as a whole and, (iii) solely in the case of an actual or perceived potential conflict of interest, one additional local counsel in each relevant jurisdiction to each group of similarly situated all affected partiesPersons, 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the L/C Issuers and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 therebythereby (including allbut limited, including all Attorney Costs of (i) Xxxxxx in the case of Attorney Costs, which shall be limited to Cxxxxx Xxxxxx & Xxxxxxx Reindelto Dxxxx Xxxx & Wxxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iiiii) in the case of any counsel otherwise retained with other advisors or professionals, solely to the Borrower’s consent (such consent not extent consented to be unreasonably withheld, conditioned or delayedby the Borrower in its sole discretion) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Lead Arrangers and the Lenders 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 protection 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, Costs which shall be limited to Attorney Costs Costs, of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, whole) and (iiiii) solely in the case of an actual any other advisors or perceived conflict of interestprofessionals, one additional counsel solely to the extent consented to by the Borrower in each relevant jurisdiction to each group of similarly situated affected partiesits 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 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 30 Business Days following 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Refinancing Effective Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred by the Administrative Agent and the Arrangers in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders all such Persons, taken as a whole and (iii) any and, solely in the case of an actual conflict of interest, one additional counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldeach similarly situated group of affected Persons, conditioned or delayedtaken 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 Lead Arrangers, the L/C Issuers Arrangers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of counsel to the Administrative Agent Agent). The foregoing costs and the Lead Arrangers taken as a whole andexpenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (ii) if reasonably necessaryreasonable, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesSection 10.04(a)) 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent Agent, the Arrangers and the Lead Arrangers Bookrunners and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the 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 including, in each case, all Attorney Costs of Costs, which shall be limited to one primary counsel to the Administrative Agent, the Arrangers and the Bookrunners and their respective Affiliates, taken as a whole, or the Administrative Agent (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) its Affiliates), as applicable, and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agent, and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, where the Lenders affected by such conflict notify the Borrower of the existence of such conflict and thereafter, after receipt of the Borrower’s consent (which consent shall not be unreasonably withheld or delayed), one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by (provided that the Borrower and Lender need not be required to disclose any confidential information or to the extent reasonably available, backup documentation supporting such reimbursement requestprohibited by law or regulation); provided that 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 two 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection 158 with the 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 including, in each case, all Attorney Costs of Costs, which shall be limited to one primary counsel to the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners and their respective Affiliates, taken as a whole, or the Administrative Agent (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) its Affiliates), as applicable, and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agent, and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, where the Lenders affected by such conflict notify the Borrower of the existence of such conflict and thereafter, after receipt of the Borrower’s consent (which consent shall not be unreasonably withheld or delayed), one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by (provided that the Borrower and Lender need not be required to disclose any confidential information or to the extent reasonably available, backup documentation supporting such reimbursement requestprohibited by law or regulation); provided that 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 two 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx Costs, which shall be limited to Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx LLP and (ii) if reasonably necessaryXxxx LLP, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole (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 (iiiand local counsel, if applicable) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedfor 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, the L/C Issuers Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andwhole)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges (iiito the extent applicable) solely in the case of an actual or perceived conflict of interestand fees related thereto, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents and the Lead Arrangers Issuing Banks for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred on or after the Closing Date in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Supplemental Administrative Agents, the Issuing Banks and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Supplemental Administrative Agents, the Issuing Banks and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case 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 to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice sole discretion. Expenses shall be deemed to be documented in reasonable detail only if they provide the detail required to enable the Borrower, acting in good faith, to determine that such expenses relate to the Borroweractivities with respect to which reimbursement is required hereunder. 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 a discount, except any Taxes that represent costs and expenses arising credit or other accommodation, from any non-Tax claimof such counsel based on the fees such counsel may receive on account of their relationship with the 165 Administrative Agent and/or such Lender, including fees paid pursuant to this Agreement or any other Loan Document.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 (other than the occurrence of the Closing Date) contemplated hereby or thereby are consummated)) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel to the Arrangers and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Joint Bookrunners and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection 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, Costs which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole whole) and, (iii) solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesPersons)). 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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Depositary Bank and the Coordinating Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of Costs, which shall be limited to one primary counsel for the Administrative Agent, the Collateral Agent, the Depositary Bank and the Coordinating Lead Arrangers (i) Xxxxxx which shall be Xxxxxx & Xxxxxxx LLP for any and (iiall 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) if reasonably necessary, and one local counsel for the Administrative Agent, the Collateral Agent and the Coordinating Lead Arrangers as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole (and (iii) any solely in the case of a conflict of interest, one additional counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedfor each group of similarly situated affected Indemnitees) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Depositary Bank, the Coordinating Lead Arrangers and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and one counsel to the Lead Arrangers taken as a whole and, Collateral Agent and Depositary Bank (ii) if reasonably necessary, and one local counsel to the Administrative Agent and Collateral Agent as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) and solely in the case of an actual or perceived a conflict of 120 KE 73718588.20 US-DOCS\142539518.2141222994.8 interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesIndemnitees)). 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 Commitments, the repayment of all other ObligationsObligations and the resignation or removal of the Administrative Agent and the Collateral Agent. All amounts due under this Section 10.04 shall be paid within 30 Business Days following 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 10.04 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 the Borrower 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.10.05

Attorney Costs and Expenses. The Borrower agree 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 (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs, which shall be limited to one primary counsel for the Agents and the Lead Arrangers, taken as a whole (which shall be Sxxxxxx Xxxxxxx & Bxxxxxxx LLP for any and all of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP the foregoing in connection with the Transactions and (ii) other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date), and, if reasonably necessary, one local counsel for the Agents and the Lead Arrangers, taken as a whole, in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders Lenders, taken as a whole (and (iii) any solely in the case of a conflict of interest, one additional counsel otherwise retained with in each relevant jurisdiction that is material to each group of similarly situated affected Indemnitees after notification to 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 AgentAgents, the Lead Arrangers, the L/C Issuers Arrangers and the Lenders 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 protection 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 (i) a single firm of one primary counsel to for the Administrative Agent and Agents, the Lead Arrangers and the Lenders, taken as a whole whole, and, (ii) if reasonably necessary, one local counsel for the Agents, the Lead Arrangers and the Lenders, taken as a whole, in each relevant jurisdiction material to the interests of the Lenders Lenders, taken as a whole and, (iii) and solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction that is material to each group of similarly situated affected partiesIndemnitees, after notification to the Borrower). 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 10.04 shall survive the termination Payment in Full and any resignation or removal of the Aggregate Commitments and repayment of all other ObligationsAdministrative Agent and/or the Collateral Agent. All amounts due under this Section 10.04 shall be paid within 30 Business Days following 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 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three Business Days of the Closing Daterequired by Section 4.01. 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. 200 For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except other than any Taxes that represent costs and expenses arising from directly attributable to any non-Tax claimcost or expense covered by this Section 10.04 (e.g., a sales tax imposed in respect of a covered non-Tax cost or expense).

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Supplemental Administrative Agents for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred on or after the Closing Date in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Supplemental Administrative Agents and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm 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, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in 159 the case 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 to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice sole discretion. Expenses shall be deemed to be documented in reasonable detail only if they provide the detail required to enable the Borrower, acting in good faith, to determine that such expenses relate to the Borroweractivities with respect to which reimbursement is required hereunder. 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 a discount, except any Taxes that represent costs and expenses arising credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an any actual or reasonably perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claim.of such counsel based on the fees such counsel may receive on account of their relationship with the Administrative Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document. 155

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Arrangers and the Lead Arrangers Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to for the interests of Administrative Agent and the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 requestdetail; provided that 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 (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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree 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 or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, syndication and execution, delivery 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, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx Costs, which shall be limited to Sidley Austin LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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, the L/C Issuers Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Joint Bookrunners and the Lead Arrangers taken as a whole and, Lenders (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole andor otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, (iii) solely in the case of an actual conditioned or perceived conflict of interestdelayed)). The foregoing costs and expenses shall include all reasonable search, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Joint Bookrunners for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx Costs, which shall be limited to Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Joint Bookrunners and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) and solely in the case of an actual or perceived 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 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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agents, Collateral Agent and the Lead Arrangers Blackstone Credit for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the preparation, negotiationexecution and delivery, executionadministration, delivery and 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 of (i) Xxxxxx Xxxxxx King & Spalding LLP, Xxxxxxx Xxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP (ii) if reasonably necessary, one local and any other counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the BorrowerCompany’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed)) and one local and foreign counsel in each relevant jurisdiction, and (b) from and after the Closing Date, to pay or reimburse the Administrative Agents, Collateral Agent, the Lead Arrangers, the L/C Issuers Blackstone Credit and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Costsand, which shall be in the case of legal fees, limited to all Attorney Costs of one counsel for all such Persons (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional where such Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel in each relevant jurisdiction to each group of similarly situated for such affected partiesPerson)). 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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration 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, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel to the Administrative Agent and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole whole, and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldincluding, conditioned or delayeddue diligence and field exam expenses) and (b) from and after the Closing Date, (i) to pay all reasonable out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (ii) to pay or reimburse the Administrative Agent, the Collateral Agent, each Lead Arrangers, the L/C Issuers Arranger and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection 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, Costs which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Collateral Agent (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole whole) and, (iii) solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesPersons)). 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 30 Business Days following 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 (3) 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree (a) The Parent Borrower agrees if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Documentation Agents and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed) and (b) from each Borrower agrees, jointly and after the Closing Dateseverally, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 Costs but limited to Attorney Costs those of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Lenders (ii) if reasonably necessary, and one local counsel in each relevant applicable jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated the affected parties). 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 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers and the Lenders 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 issuance, amendment, 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 disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer, and fees, charges and disbursements of any financial advisory, appraisal or accounting firm retained by or on behalf of the Administrative Agent or the Lenders or the L/C Issuer in respect of the Obligations (provided that prior to the occurrence of an Event of Default the aggregate of fees, charges and disbursements of any such financial advisory, appraisal or accounting firm for which the Borrower shall be responsible for in each calendar year shall not exceed $100,000), 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 any its rights or remedies under (A) in connection with this Agreement or and the other Loan Documents (including all such costs and expenses incurred during any legal proceedingDocuments, including any proceeding its rights under any Debtor Relief Lawthis Section, and including all respective Attorney Costsor (B) in connection with the Loans made or Letters of Credit issued hereunder, which shall be limited to Attorney Costs of (i) a single firm of counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual each of clauses (i) and (ii), whether or perceived conflict not a Default or Event of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other ObligationsDefault has occurred or is continuing. All amounts due under this Section 10.04 shall be paid payable within 30 ten Business Days following receipt by the Borrower of an invoice relating thereto setting forth such expenses after demand therefor. The agreements 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 survive the Closing Date solely to the extent invoiced to the Borrower within three Business Days termination of the Closing Date. If any Loan Party fails to pay when due any costs, expenses or Aggregate Commitment and repayment of all 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimObligations.

Attorney Costs and Expenses. The Borrower agree (a) if the Closing Date occurs, agrees to pay or reimburse (a) the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection associated with the preparation, negotiation, execution, delivery syndication of the Term Loans and administration 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 Restatement Effective 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 Costs of (i) Xxxxxx Xxxxxx Dxxxx Xxxx & Xxxxxxx Wxxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldjurisdiction, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agents and the Lead Arrangers taken as a whole Lenders and, (ii) if reasonably necessary, one local and foreign counsel 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, (iii) solely in the case of an actual or perceived conflict of interestif necessary, one additional local and foreign counsel in each relevant jurisdiction to each group of similarly situated affected parties)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 30 ten (10) Business Days following 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.164

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Documentation Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparationdevelopment, negotiationpreparation and execution and delivery of, executionand any amendment, delivery and administration of 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, including all the Attorney Costs of (iv) Xxxxxx Xxxxxx & Xxxxxxx LLP and LLP, (iiw) if reasonably necessary, one firm of local counsel in each relevant jurisdiction appropriate jurisdiction, (which may include a single special counsel acting x) one firm of regulatory counsel, (y) in multiple jurisdictions) material to the interests 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 Lenders taken as a whole Borrower (such consent not to be unreasonably withheld or delayed) and (iiiz) any counsel otherwise other firm retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) ), and including any and all recording and filing fees and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of any counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesAgent). 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 30 Business Days 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Syndication Agent, the Joint Bookrunners and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP (and (ii) if reasonably necessary, one local counsel in each relevant applicable jurisdiction (which may include and, in the event of a single special conflict of interest, one additional counsel acting in multiple jurisdictions) material of each type to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedaffected parties)) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Syndication Agent, the Joint Bookrunners, the Arrangers and the Lenders 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 protection 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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, Joint Bookrunners (ii) if reasonably necessary, and one local counsel in each relevant applicable jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in of each relevant jurisdiction type to each group of similarly situated the 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 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 30 ten (10) Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claimsole discretion.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers Arranger and the Bookrunner (without duplication) for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (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 in the case of (i) Attorney Costs, which shall be limited to Winston & Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant material jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Lead Borrower’s consent consent, and (such consent ii) fees and expenses related to any other advisor or consultant, solely to the extent the Lead Borrower has consented (not to be unreasonably withheld, conditioned ) to the retention or delayed) engagement of such 189 Person and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including in the case of (i) all respective Attorney Costs, which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an any actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties), and (ii) fees and expenses related to any other advisor or consultant, solely to the extent the Lead Borrower has consented (not to be unreasonably withheld) to the retention or engagement of such Person. 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 30 Business Days days following 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 requestdetail; provided that 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 Lead Borrower within three Business Days of the Closing DateDate (or such shorter period agreed by the Lead 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 discretion following five Business Days’ prior written notice to the Lead Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses incurred on or after the Closing Date (without duplicationpromptly upon written demand therefor) incurred in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx Xxxx Xxxxxxxx LLP and (ii) and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses (promptly following written demand therefor) incurred in connection with the enforcement or 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 in the case of Attorney Costs to those of (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual conflict of interest between the Administrative Agent 178 and the Lenders, where the Lender or perceived Lenders affected by such conflict of interest inform the Borrower in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Co-Documentation Agents, the Supplemental Administrative Agents, and the Lead Arrangers Syndication Agent for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred on or after the Closing Date in connection with the preparation, negotiation, execution, delivery and 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 expenses of the transactions contemplated hereby and therebyAgents, including all to the Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Co-Documentation Agents, the Supplemental Administrative Agents, the Syndication Agent, and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers, the Co-Documentation Agents, the Supplemental Administrative Agents, the Syndication Agent, and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual a conflict of interest between the Administrative Agent, the Collateral Agent, the Lead Arrangers, the Co-Documentation Agents, the Syndication Agent, the Supplemental Administrative Agents, and the Lenders, where the Person or perceived 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 affected partiestaken as a whole)). The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent Agent, the Arrangers and the Lead Arrangers Bookrunners and their respective Affiliates for all reasonable and documented or invoiced out-of-pocket costs and expenses, including without limitation, the reasonable and documented fees, costs and expenses (without duplication) of the New Incremental Term Lender Advisor, incurred in connection with (1) the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Documents, and (2) to pay or reimburse the Administrative Agent and its Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the 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 including, in each case, all Attorney Costs of Costs, which shall be limited to one primary counsel to the Administrative Agent, the Arrangers and the Bookrunners and their respective Affiliates, taken as a whole, or the Administrative Agent (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) its Affiliates), as applicable, and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, delayed or conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders for all reasonable and documented out-of-pocket costs and expenses, including without limitation, the reasonable and documented fees, costs and expenses of the New Incremental Term Lender Advisor, incurred in connection with the enforcement or 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 (i) a single firm of one counsel to the Administrative Agent Agent, and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, where the Lenders affected by such conflict notify the Borrower of the existence of such conflict and thereafter, after receipt of the Borrower’s consent (which consent shall not be unreasonably withheld or delayed), one additional counsel in each relevant jurisdiction to each group of similarly situated affected parties). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail including, if requested by (provided that the Borrower and Lender need not be required to disclose any confidential information or to the extent reasonably available, backup documentation supporting such reimbursement requestprohibited by law or regulation); provided that that, with respect to the New Incremental Term Loan Closing Date, all amounts due under this Section 10.04 shall be paid on the New Incremental Term Loan Closing Date solely to the extent invoiced to the Borrower within three two Business Days of the New Incremental Term Loan 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 discretion following five Business Days’ prior written notice to the Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) llp and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof 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 agree 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 (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 (other than the occurrence of the Closing Date) contemplated hereby or thereby are consummated)) and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, thereby (including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP Costs, which shall be limited to one counsel to the Arrangers and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayedwhole) and (b) from and after the Closing Date, (i) to pay all reasonable out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (ii) to pay or reimburse the Administrative Agent, the Lead ArrangersCollateral Agent, the L/C Issuers Lead Arrangers and the Lenders each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection 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, Costs which shall be limited to Attorney Costs of (i) a single firm of one counsel to the Administrative Agent, the Collateral Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each relevant jurisdiction material to the interests of the Lenders taken as a whole whole) and, (iii) solely in the case of an actual or perceived a conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesPersons)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and 191 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 30 Business Days following 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 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 discretion following five Business Days’ prior written notice to the Borrowersole discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and expenses disbursements arising from any non-Tax claimclaims.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Lead Arrangers Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Costs, which shall be limited to Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) if reasonably necessary, one local counsel as reasonably necessary in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers taken as a whole and, (ii) if reasonably necessary, Lenders and one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) and solely in the case of an actual or perceived potential conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partiesLenders). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable 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 30 ten (10) 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 requestdetail; provided that 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 (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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower agree agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative each Agent and the Lead Arrangers for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Borrower’s consent (iisuch consent not to be unreasonably withheld or delayed)) and, if reasonably necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to for the interests of Administrative Agent and the Lenders taken as a whole and (iii) any counsel 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 Lead Arrangers, the L/C Issuers Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent and the Lead Arrangers Lenders taken as a whole and, (ii) if reasonably necessary, and one local counsel as reasonably necessary in each any relevant jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to each group of similarly situated affected partieswhole). 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 30 Business Days thirty (30) 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 requestdetail; provided that 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 one (1) Business Days Day 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 discretion following five Business Days’ prior written notice to the Borrowerdiscretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.

Attorney Costs and Expenses. The Borrower Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and Agent, the Collateral Agent, the Lead Arrangers Arranger, the Supplemental Administrative Agents for all reasonable and documented or invoiced in reasonable detail out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery and 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 of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any which may be a single local counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldacting in multiple material jurisdictions), conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the Lead Arrangers, the L/C Issuers Supplemental Administrative Agents and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (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 (i) a single firm of one counsel to the Administrative Agent Agent, the Collateral Agent, the Lead Arranger, the Supplemental Administrative Agents and the Lead Arrangers Lenders taken as a whole (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction (which may be a single local counsel acting in multiple material to the interests of the Lenders taken as a whole jurisdictions) and, (iii) solely in the case event of an actual or perceived 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 Parent in writing of such conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Persons similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 discretion following five Business Days’ prior written notice sole discretion. Expenses shall be deemed to be documented in reasonable detail only if they provide the detail required to enable the Parent, acting in good faith, to determine that such expenses relate to the Borroweractivities with respect to which reimbursement is required hereunder. For The Borrowers 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 a discount, except any Taxes that represent costs and expenses arising credit or other accommodation, from any non-Tax claimof 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 agree agrees to (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent DIP Agent, and the Lead Arrangers Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses (without duplication) incurred in connection with the preparation, negotiation, execution, delivery syndication and administration 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 Costs fees, charges and disbursements of (i) Xxxxxx Xxxxxx & Xxxxxxx LLP and (ii) the Lender Advisors and, if reasonably necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) material to the interests of the Lenders taken as a whole and (iii) any counsel otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheldwhole, conditioned or delayed) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Lead Arrangers, the L/C Issuers DIP Agent and the 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 DIP Agent incurred in connection with the enforcement or 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 (i) a single firm of one counsel to the Administrative DIP Agent and one counsel to the Lead Arrangers taken as a whole Lenders (and, (ii) if reasonably necessary, one local counsel in each any relevant material jurisdiction material to the interests of the Lenders taken as a whole and, (iii) solely in the case event of an actual or perceived any conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated affected partiestaken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within 30 Business Days 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 DIP Agent in its discretion following five Business Days’ prior written notice to sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Borrower. For the avoidance of doubtDIP 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 costs and expenses arising a discount, credit or other accommodation, from any non-Tax claimof such counsel based on the fees such counsel may receive on account of their relationship with the DIP Agent and/or such Lender, including, without limitation, fees paid pursuant to this Agreement or any other Loan Document.