Common use of Attorney Costs and Expenses Clause in Contracts

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender for all Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Code, and including all fees and expenses of counsel to the Administrative Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 shall survive the termination of the Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse (a) the Administrative Agent, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term Loans and Revolving Credit Party Expenses incurred in connection with Loans (iincluding reasonable and documented out of pocket travel expenses) and the preparation, negotiation, syndication preparation and execution negotiation of this Agreement and the other Loan DocumentsDocuments entered into on or about, and (ii) 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 (iii) the consummation and administration including all Attorney Costs of the transactions contemplated hereby and therebyDxxxx Xxxx & Wxxxxxxx LLP and, includingif necessary, one local counsel in each caserelevant jurisdiction, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender the Lenders for all Credit Party Expenses reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of one counsel to the Administrative Agent, Agents and the Collateral Agent the ABL Term Loan Agent Lenders and, if necessary, one local and foreign counsel in each relevant jurisdiction and, in the event of a potential conflict of interest where the Lender affected by such conflict informs the Borrower of such conflict, such additional counsels as are reasonably required, and (c) the Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including all Attorney Costs of one counsel to the extent constituting Credit Party ExpensesAgents and, the if necessary, one local and foreign counsel in each relevant jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 ‎Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date ‎Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.. 155

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, the Lead Arrangers and the ABL Term Loan Agent Amendment No. 2 Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term B-1 Loans and Revolving Credit Party Expenses incurred in connection with (i) Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Parent Borrower’s consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral AgentSyndication AgentAgents, the ABL Term Loan Agent Documentation Agents, the Lead Arrangers, the Amendment No. 2 Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesrecording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.other

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers Lender and the ABL Term Loan Agent Lead Arranger for all respective Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the preparation, negotiationsyndication, syndication execution, delivery and execution administration of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman & Sterling llp and (iii) the consummation one local and administration of the transactions contemplated hereby and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed)), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of a single lead counsel to the Administrative AgentLender and one local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties)Lender. The agreements in this SECTION Section 9.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION Section 9.04 for Credit Party Expenses incurred after the Closing Date shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent Lender in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, Agent and the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx, LLP, Xxxxxxxxxx LLP and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender for all Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Code, and including all fees and expenses of counsel to the Administrative Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 shall survive the termination of the Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Third RestatementFirst Amendment Effective Date shall be paid within ten (10) 10 Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Lead Borrower. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Revolving Loans hereunder.. 168

Attorney Costs and Expenses. The Lead Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Lead Arrangers for all respective Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and therebythereby (including all Attorney Costs, includingwhich shall be limited to one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Transactions and other matters, including primary syndication, to occur on or prior to or otherwise in connection with the Closing Date) and one local counsel as reasonably necessary in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, relevant jurisdiction) and (b) from and after the Closing Date, to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses respective Attorney Costs which shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lead Arrangers (and one local counsel as reasonably necessary in each relevant jurisdiction) and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten thirty (1030) Business Days days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detaildetail including, if requested by the Lead 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 Lead Borrower within three (3) Business Days of the Closing Date. If any Loan Party fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. For the avoidance of doubt, without notice this Section 10.04 shall not apply to or consent Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from the Loan Parties, and any amounts so paid shall constitute Loans hereundernon-Tax claims.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (subject to the terms of the Senior Subordination Agreement) (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses reasonable and documented out-of-pocket Attorney Costs of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Documents and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, (b) to pay or reimburse the Administrative Agent for all reasonable fees and documented appraisal fees, filing and search charges, recording taxes and Field Examination charges and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender the Lenders for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent, Agent and the Collateral Agent the ABL Term Loan Agent Lenders taken as a whole (and, to the extent constituting Credit Party Expensesif reasonably necessary, the other Credit Parties, including without limitation, the ABL Term Credit Partiesone local counsel in any relevant material jurisdiction). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Lead Borrower Parent of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any the Loan DocumentDocuments, such amount may be paid on behalf of such any Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees to (a) to pay or reimburse the Administrative DIP Agent, the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent Lenders for all respective Credit Party Expenses out-of-pocket costs and expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Documents and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, includingincluding all fees, charges and disbursements of the Lender Advisors and, if reasonably necessary, one local counsel in each case, all reasonable fees and expenses relevant jurisdiction material to the interests of Xxxxxx, Xxxxx & Xxxxxxx, LLPthe Lenders taken as a whole, and (b) to pay or reimburse the Administrative AgentDIP Agent and the Lenders for all 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 Collateral Agentreasonable fees, charges and disbursements of ArentFox Schiff LLP, as lead counsel to the ABL Term Loan DIP Agent and each Lender for all Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of one counsel to the Administrative Agent, DIP Agent and one counsel to the Collateral Agent the ABL Term Loan Agent Lenders (and, if reasonably necessary, one local counsel in any relevant material jurisdiction and, in the event of any conflict of interest, one additional counsel in each relevant jurisdiction to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Partieseach group of affected Lenders similarly situated taken as a whole)). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detaildetail and such backup material as the Borrower may reasonably request. If any Loan Party fails to pay when due any Credit Party Expenses 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 sole discretion. The Borrower and each other Loan Party hereby acknowledge that the DIP Agent and/or any Lender may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with the DIP Agent and/or such Lender, including, without notice limitation, fees paid pursuant to this Agreement or consent from the any other Loan Parties, and any amounts so paid shall constitute Loans hereunderDocument.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, the Lead Arrangers and the ABL Term Loan Agent Amendment No. 1 Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term B-1 Loans and Revolving Credit Party Expenses incurred in connection with (i) Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Parent Borrower’s consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the ABL Term Loan Agent Lead Arrangers, the Amendment No. 1 Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesrecording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Parent Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse (a) the Administrative Agent, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term Loans and Revolving Credit Party Expenses incurred in connection with Loans (iincluding reasonable and documented out of pocket travel expenses) and the preparation, negotiation, syndication preparation and execution negotiation of this Agreement and the other Loan DocumentsDocuments entered into on or about, and (ii) 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 (iii) the consummation and administration including all Attorney Costs of the transactions contemplated hereby and therebyDxxxx Xxxx & Wxxxxxxx LLP and, includingif necessary, one local counsel in each caserelevant jurisdiction, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender the Lenders for all Credit Party Expenses reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of one counsel to the Administrative Agent, Agents and the Collateral Agent the ABL Term Loan Agent Lenders and, if necessary, one local and foreign counsel in each relevant jurisdiction and, in the event of a potential conflict of interest where the Lender affected by such conflict informs the Borrower of such conflict, such additional counsels as are reasonably required, and (c) the Agents for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including all Attorney Costs of one counsel to the extent constituting Credit Party ExpensesAgents and, the if necessary, one local and foreign counsel in each relevant jurisdiction. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees shall pay (i) (a) other than with respect to pay or reimburse the Administrative Agent, fees and out-of-pocket costs and expenses of counsel and financial advisors to the Collateral Agent[and], the Arrangers Agents and the ABL Term Loan Agent for Lenders, all respective Credit Party Expenses incurred in connection reasonable and out-of-pocket costs and expenses of the Agents and each Lender and (b) with (i) respect to the preparation, negotiation, syndication fees and execution out-of-pocket costs and expenses of this Agreement counsel and financial advisors to the Agents and the other Loan DocumentsLenders, reasonable fees and out-of-pocket costs and expenses of the following: (1) Stroock & Stroock & Lxxxx LLP, its Delaware counsel and its Dutch counsel, if any, (2) Kxxxxxxx & Exxxx LLP and its Delaware counsel, (3) Hxxxxxxx Lxxxx Capital, Inc. and (ii4) upon three days’ prior notice, other professional advisors hired by any amendment, waiver, consent or other modification of the provisions hereof and thereof foregoing counsel named or referenced above (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration all of the transactions contemplated hereby and therebyforegoing professionals, includingcollectively, “Professionals”), in each case, incurred in connection with the syndication of the Facility and the preparation, execution, delivery, administration, amendment or waiver of the Loan Documents; and (ii) all reasonable fees and out-of-pocket expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent Agents and each Lender for all Credit Party Expenses incurred (including the fees, disbursements and other charges of the Professionals) in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (includingDocuments, without limitationincluding in connection with workouts, all such refinancings or restructurings. The foregoing costs and expenses incurred during any legal proceedingshall include all reasonable search, including any proceeding under the Bankruptcy Codefiling, recording and title insurance charges and fees related thereto, and including all fees other reasonable and documented out-of-pocket expenses of counsel to the Administrative incurred by any Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 11.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 11.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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. Notwithstanding the foregoing, without notice following the Closing Date the current cash resimbursement of any of the foregoing fees, costs and expenses shall not be required if payment thereof would violate the terms of the First Lien Credit Agreement but in each such case will accrue and be payable on the Maturity Date or, if earlier, such date as the Outstanding Amount becomes due and payable hereunder. Without limitation to or consent from any of the Loan Partiesforegoing, and any the Borrower shall pay to the Agents all amounts so paid shall constitute Loans hereunderpayable under the Agent’s Fee Letter when due thereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Facility Agent, the Collateral Agent[and]Joint Mandated Lead Arrangers, the Arrangers Issuing Banks and the ABL Term Loan Agent Swingline Lenders for all respective Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the preparation, due diligence, negotiation, syndication and execution of this Agreement and the other Loan Financing Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby and thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, includingincluding all Attorney Costs of Shearman & Sterling LLP, any local counsel retained by the Facility Agent and any experts retained in each case, all reasonable fees connection herewith and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPtherewith, and (b) to pay or reimburse the Administrative Facility Agent, the Collateral AgentJoint Mandated Lead Arrangers, the ABL Term Loan Agent each Issuing Bank and each Lender for all Credit Party Expenses documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Financing Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees provided that Attorney Costs shall be limited to Attorney Costs of one New York counsel and expenses of one local state counsel to the Administrative Facility Agent and one New York counsel and one local state counsel for all of the Lenders). The foregoing costs and expenses shall include all reasonable search, filing and recording charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party the Borrower fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any Loan Financing Document, such amount may be paid on behalf of such Loan Party the Borrower by the Administrative Facility Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative AgentAgents, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Blackstone Credit for all respective Credit Party Expenses incurred in connection reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of King & Spalding LLP, Xxxxxxx Xxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP (iiiand any other counsel retained with the Company’s consent (such consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative AgentAgents, the Collateral Agent, the ABL Term Loan Agent Blackstone Credit and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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, in the Bankruptcy Codecase of legal fees, limited to all Attorney Costs of one counsel for all such Persons (and, in the case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and including all fees other reasonable and documented out-of-pocket expenses of counsel to the Administrative incurred by any Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower Company of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.222 #95598837v24

Attorney Costs and Expenses. The Lead Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative AgentAgents, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Blackstone Credit for all respective Credit Party Expenses incurred in connection reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of King & Spalding LLP, Xxxxxxx Xxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP (iiiand any other counsel retained with the Company’s consent (such consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative AgentAgents, the Collateral Agent, the ABL Term Loan Agent Blackstone Credit and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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, in the Bankruptcy Codecase of legal fees, limited to all Attorney Costs of one counsel for all such Persons (and, in the case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person)). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and including all fees other reasonable and documented out-of-pocket expenses of counsel to the Administrative incurred by any Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower Company of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the applicable Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers Agent and the ABL Term Loan Agent Lead Arrangers for all respective Credit Party Expenses incurred in connection reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the syndication of the Loans and Commitments and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxx Xxxx & Xxxxxxxx LLP (and any other counsel retained with the Borrowers’ consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral AgentLead Arrangers, the ABL Term Loan Agent L/C Issuer and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees Attorney Costs of one counsel for all such Persons (and, in the case of an actual or perceived conflict of interest, where such Person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person)). The foregoing costs and expenses of counsel to the Administrative 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 Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly upon receipt by the Lead Borrower Borrowers of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and]Agent, the Arrangers Syndication Agent and the ABL Term Loan Agent Arranger for all respective Credit Party Expenses reasonable and documented out-of-pocket Attorney Costs of Xxxxx Day incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Documents and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender the Arranger for all Credit Party Expenses reasonable and documented appraisal fees, filing and search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent, Agent and the Collateral Agent the ABL Term Loan Agent Lenders taken as a whole (and, to the extent constituting Credit Party Expensesif reasonably necessary, the other Credit Parties, including without limitation, the ABL Term Credit Partiesone local counsel in any relevant material jurisdiction). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Lead Borrower Parent of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, the Lead Arrangers and the ABL Term Loan Agent Amendment No. 12 Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term B-1 Loans and Revolving Credit Party Expenses incurred in connection with (i) Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP (and any other counsel retained with the Parent Borrower’s consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the ABL Term Loan Agent Lead Arrangers, the Amendment No. 12 Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesrecording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Parent Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agents, the Syndication Agent, the Collateral Agent[and], Co-Documentation Agents and the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxxxxx LLP and Xxxxxx Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agents, the Syndication Agent, the Collateral AgentCo-Documentation Agents, the ABL Term Loan Agent Arrangers and each Lender for all Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Code, and including all fees and expenses of counsel to the Administrative Agent, the Collateral Agent the ABL Term Loan Agent Agents and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 shall survive the termination of the Commitments, Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Revolving Credit Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, each Documentation Agent and the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the preparationdevelopment, negotiation, syndication preparation and execution of and delivery of, and any amendment, supplement or modifications to, this Agreement and the other Loan DocumentsDocuments and any other documents prepared in connection herewith or therewith, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, includingincluding the Attorney Costs of (v) Xxxxxx Xxxxxx & Xxxxxxx LLP, (w) one firm of local counsel in each caseappropriate jurisdiction, (x) one firm of regulatory counsel, (y) in the case of an actual or perceived conflict of interest, where the Administrative Agent has informed the Borrowers of such conflict, such other counsel, after receipt of consent of the Borrowers (such consent not to be unreasonably withheld or delayed), and (z) any other firm retained with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed), and including any and all reasonable recording and filing fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, proceeding (including any proceeding under the any Bankruptcy Code, Law) and including all fees and expenses Attorney Costs of any counsel to the Administrative Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Loan Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Lead Borrower Borrowers of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent Lead Arranger for all respective Credit Party Expenses incurred in connection reasonable and documented or invoiced out-of-pocket costs and expenses associated with (i) the syndication of the Revolving Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent con-sent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxx Xxxxxxxx LLP (and any other counsel retained with the Borrowers’ consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent Lead Arranger and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesre-cording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower Borrowers of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and]Agent, the Arrangers Syndication Agent and the ABL Term Loan Agent Arranger for all respective Credit Party Expenses reasonable and documented out-of-pocket Attorney Costs of Jxxxx Day incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Documents and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender the Arranger for all Credit Party Expenses reasonable and documented appraisal fees, filing and search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent, Agent and the Collateral Agent the ABL Term Loan Agent Lenders taken as a whole (and, to the extent constituting Credit Party Expensesif reasonably necessary, the other Credit Parties, including without limitation, the ABL Term Credit Partiesone local counsel in any relevant material jurisdiction). The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Lead Borrower Parent of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.. 124

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent, the Collateral Agent[and]Co-Managers, the Arrangers Documentation Agents and the ABL Term Loan Agent Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term Loans and Revolving Credit Party Expenses incurred in connection with (i) Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxx Xxxx and Xxxxxxxx llp (iiiand any other counsel retained with the Lead Borrower’s consent (such consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral AgentCo-Managers, Documentation Agents, the ABL Term Loan Agent Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesrecording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, the Lead Arrangers and the ABL Term Loan Agent Amendment No. 2 Lead Arrangers for all respective reasonable and documented or invoiced out-of-pocket costs and expenses associated with the syndication of the Term B-1 Loans and Revolving Credit Party Expenses incurred in connection with (i) Loans and the preparation, negotiationexecution and delivery, syndication and execution administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp (and any other counsel retained with the Parent Borrower’s consent (iiisuch consent not to be unreasonably withheld or delayed)) the consummation and administration of the transactions contemplated hereby one local and thereby, including, foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the ABL Term Loan Agent Lead Arrangers, the Amendment No. 2 Lead Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitationincluding 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 the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, the Collateral Agent the ABL Term Loan Agent andfiling, to the extent constituting Credit Party Expensesrecording and title insurance charges and fees related thereto, the and other Credit Parties, including without limitation, the ABL Term Credit Parties)reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Date Section 10.04 shall be paid within ten (10) Business Days of receipt by the Lead Parent Borrower of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. If any Loan Party fails to pay when due any Credit Party Expenses 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, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent[and]Syndication Agent, the Arrangers Documentation Agent and the ABL Term Loan Agent Arrangers for all respective Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, includingincluding all Attorney Costs of Milbank, Tweed, Xxxxxx & XxXxxx LLP and one local and foreign counsel in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLPrelevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the ABL Term Loan Agent Documentation Agent, the Arrangers and each Lender for all Credit Party Expenses reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, including all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Codeany Debtor Relief Law, and including all fees and expenses Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (reasonable, in the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Partiescase of Section 10.04(a)) and documented out-of-pocket expenses incurred by any Agent. The agreements in this SECTION 9.04 Section 10.04 shall survive the termination of the Commitments, Aggregate Commitments and repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after Section 10.04 shall be paid (a) on the Closing Date shall be paid so long as the Borrowers are provided one (1) 134 calendar day prior to the Closing Date with the invoices relating thereto setting forth such expenses in reasonable detail (the “Closing Date Fee Payments”) and (b) within ten (10) Business Days of receipt by the Lead Borrower Borrowers of an invoice relating thereto setting forth such Credit Party Expenses expenses in reasonable detail. The Borrowers hereby irrevocably authorize the Administrative Agent to deduct the Closing Date Fee Payments from the Initial Revolving Borrowing (to the extent that such payments are not otherwise made from the proceeds of the issuance of the First Lien Notes). If any Loan Party or Guarantor fails to pay when due any Credit Party Expenses costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party or such Guarantor by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Loans hereunder.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, Agent and the Collateral Agent[and], the Arrangers and the ABL Term Loan Agent for all respective Credit Party Expenses incurred in connection with (i) the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and (iii) the consummation and administration of the transactions contemplated hereby and thereby, including, in each case, all reasonable fees and expenses of Xxxxxx, Xxxxx Xxxxxx & Xxxxxxx, LLP, Xxxxxxxxxx LLP 150 and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the ABL Term Loan Agent and each Lender for all Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under the Bankruptcy Code, and including all fees and expenses of counsel to the Administrative Agent, the Collateral Agent the ABL Term Loan Agent and, to the extent constituting Credit Party Expenses, the other Credit Parties, including without limitation, the ABL Term Credit Parties). The agreements in this SECTION 9.04 shall survive the termination of the Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this SECTION 9.04 for Credit Party Expenses incurred after the Closing Third Restatement Date shall be paid within ten (10) 10 Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such Credit Party Expenses in reasonable detail, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Lead Borrower. If any Loan Party fails to pay when due any Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Revolving Loans hereunder.