Common use of Attorney Costs, Expenses and Taxes Clause in Contracts

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents, and 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent, and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and(but limited to one primary outside counsel for the Administrative Agent and the Lenders, if necessary or advisableand to the extent necessary, one local counsel in each relevant jurisdiction, jurisdiction for the Administrative Agent and the Lenders) and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of (but limited to one primary outside counsel andfor the Administrative Agent and the Lenders, if necessary or advisableand to the extent necessary, (i) one local counsel in each relevant jurisdiction and, if a for the Administrative Agent and the Lenders and (ii) one counsel for each group of similarly situated Persons in the case of an actual or asserted conflict exists of interest among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive Agent and the termination cost of independent public accountants and other outside experts retained by the Aggregate Commitments and repayment of all other ObligationsAdministrative Agent or any Lender. All amounts due under this Section 10.04 shall be paid payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the termination of receipt by the Borrower Aggregate Commitment and repayment of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or 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 sole discretionObligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs (including non-duplicative allocated costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andin-house counsel) and costs and expenses in connection with the use of the Internet, if necessary IntraLinks or advisableother similar information transmission systems in connection with this Agreement, one local counsel provided that the Borrower shall not be obligated to pay or reimburse the Administrative Agent or the Collateral Agent in excess of Twenty-Five Thousand Dollars ($25,000.00) for Attorney Costs incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents executed and delivered on the Closing Date, (b) to pay or reimburse the Collateral Agent for each relevant jurisdictionaudit of the Collateral conducted by the Collateral Agent pursuant to the terms of the Loan Documents, provided that, so long as no Event of Default has occurred and is continuing at the time any such audit is conducted, the Borrower shall not be obligated to pay or reimburse the Collateral Agent in excess of Five Thousand Dollars ($5,000.00) for the cost of such audit, and (bc) to pay or reimburse the Administrative Agent, the Documentation Agent, the Collateral Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses (including Attorney Costs) incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or Agreement, the other Loan Documents or applicable Law (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers L/C Issuer for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers L/C Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs Costs; provided, however, that the Borrower shall not be required to reimburse a Defaulting Lender or its Related Parties for, and neither a Defaulting Lender nor any of one primary counsel andits Related Parties shall be entitled to be reimbursed for, if necessary any costs and expenses incurred by or advisableon behalf of such Defaulting Lender or any of its Related Parties in effecting its cure from being a Defaulting Lender or the replacement or removal of such Defaulting Lender hereunder, one local counsel in each relevant jurisdiction and, if a conflict exists among or matters incidental to any of the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)foregoing. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent or the L/C Issuer, as the case may be, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the L/C Issuer or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Arranger (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, (b) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with 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 but in the case of Attorney Costs in each of Xxxxxx Xxxxxx & Xxxxxxx LLP clauses (a) and (b) hereof, limited to the reasonable fees and reasonable documented out-of-pocket expenses of a single primary firm of counsel to the Arranger and the Administrative Agent, and, if necessary or advisablenecessary, one of a single firm of local counsel to the Arranger and the Administrative Agent in each relevant appropriate material jurisdiction, and (bc) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), but in the case of Attorney Costs, limited to the reasonable fees and including all Attorney Costs reasonable documented out-of-pocket expenses of one a single primary firm of counsel to (and, if necessary or advisablenecessary, one of a single firm of local counsel in each relevant appropriate material jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, taken as a whole, unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest in which case one additional primary counsel andmay be appointed for all affected parties, if necessary or advisable, one additional local counsel in each relevant jurisdictiontaken as a whole). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes Taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by any Agent. All amounts due under this Section 11.04 shall be paid within thirty (30) days after receipt by the Administrative AgentBorrower of an invoice in reasonable detail. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Parent Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers L/C Issuer for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers L/C Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs Costs; provided, however, that no Borrower shall be required to reimburse a Defaulting Lender or its Related Parties for, and neither a Defaulting Lender nor any of one primary counsel andits Related Parties shall be entitled to be reimbursed for, if necessary any costs and expenses incurred by or advisableon behalf of such Defaulting Lender or any of its Related Parties in effecting its cure from being a Defaulting Lender or the replacement or removal of such Defaulting Lender hereunder, one local counsel in each relevant jurisdiction and, if a conflict exists among or matters incidental to any of the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)foregoing. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent or the L/C Issuer, as the case may be, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the L/C Issuer or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative each Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent and the Administrative Agentcost of independent public accountants and other outside experts retained by any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionincurred by the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local a single firm of attorneys acting as counsel in each relevant jurisdiction, to the Administrative Agent and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary a single firm of attorneys acting as counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and one counsel for the LendersLenders (unless representation of the Lenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, one additional primary counsel andin which case the Lenders shall have right to separate counsel, if necessary or advisable, at the expense of the Company) and one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by applicable jurisdiction for the Administrative 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 11.04 shall be paid within ten (10) Business Days of after receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Revolving Credit Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionincurred by the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless there is a reasonable likelihood of a conflict of interest or the employment of separate counsel has been authorized by the Borrower (such authorization not to be unreasonably withheld or delayed beyond a period of three (3) Business Days). 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees upon and following the Closing Date (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Xxxxxxx LLP and, if necessary or advisable, one Sterling LLP) and such other local counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative AgentBorrower or an invoice relating thereto setting forth such expenses in reasonable detail. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, Borrowers agree to pay or reimburse (a) the Administrative Agent, the Collateral Agent and the Arrangers Joint Book Runners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable and documented out-of-pocket costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary SyndTrak or advisable, one local counsel other similar information transmission systems in each relevant jurisdiction, connection with this Agreement and (b) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent, the Joint Book Runners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes (other than income or franchise taxes) related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 11.04 shall be payable within thirty days after written demand therefor with reasonably detailed supporting backup documentation. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, (i) to pay or reimburse each of the Administrative Agent Agent, the Issuer and special counsel for the Arrangers Lenders for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Credit Documents (whether or not the transactions contemplated hereby are consummated), and the consummation and administration of the transactions contemplated hereby, including all reasonable Attorney Costs, expenses and disbursements and (ii) to pay or reimburse each of the Administrative Agent, the Issuer and each Lender for all reasonable costs and expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions of this Agreement and the other Credit Documents (whether or not the transactions contemplated thereby are consummated), including without limitation any out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery transactions contemplated by Section 10.19 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)Agreement, and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs Costs, expenses and disbursements, but excluding any such costs, expenses, attorneys’ fees, and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel the Issuer and the Administrative Agent in each relevant jurisdiction, connection with the transactions contemplated in Section 10.19 resulting from a Deposit Account Interest Non-Payment Event; and (b) to pay or reimburse the Administrative Agent, the Arrangers Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Credit-Linked Deposits and repayment of all Credit Obligations and all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionhereunder.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx White & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCase LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional (including local counsel in each relevant jurisdiction) to the Administrative Agent and all Attorney Costs of one joint counsel to the Lenders as a group (except to the extent that the use of joint counsel for the Lenders as a group could reasonably be expected to give rise to any conflict of interest for any such counsel or any Lender shall have determined that it may have legal defenses available to it that are different from, additional to or in conflict with those available to any other Lender in which case the affected Lenders may have separate counsel)). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionXxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local a single firm of attorneys acting as counsel in each relevant jurisdictionto the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Agent. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable out-of-pocket expenses incurred by any Agent; provided, however, that for the Administrative Agentprovision of any title insurance or title searches, the Borrower shall have the right to select any nationally recognized title insurance company. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days after receipt by the Borrower of an invoice in reasonable detail. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local a single firm of attorneys acting as counsel in each relevant jurisdictionto the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary outside counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, taken as a whole (exclusive of one additional primary counsel and, if necessary or advisable, one additional outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction), unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest, in which case one additional counsel may be appointed for all affected parties, taken as a whole. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by any Agent. All amounts due under this Section 11.04 shall be paid within ten Business Days after receipt by the Administrative AgentBorrower of an invoice in reasonable detail. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) if to pay directly to the Closing Date occurs, provider thereof or to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Credit Agreement and the other Loan Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andCosts, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred following an Event of Default in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrowers shall not be required to pay the costs and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel expenses associated with any Administrative Agent-requested appraisal more than once in each relevant jurisdictionany two (2) calendar year period with respect to any Real Property Asset); and (iii) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, delivery, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof (whether or not effective) and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) if the Closing Date occurs, to pay or reimburse the Arrangers and the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisablenecessary, of one local counsel and one regulatory counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Parent Borrower, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent. All amounts due under this Section 10.04 shall be paid promptly. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionXxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-of- pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local a single firm of attorneys acting as counsel in each relevant jurisdictionto the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary outside counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, taken as a whole (exclusive of one additional primary counsel and, if necessary or advisable, one additional outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction), unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest, in which case one additional counsel may be appointed for all affected parties, taken as a whole. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-of- pocket expenses incurred by any Agent. All amounts due under this Section 11.04 shall be paid within ten Business Days after receipt by the Administrative AgentBorrower of an invoice in reasonable detail. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the L/C Issuers and the Arrangers Lenders for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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), Documents and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP andand Cadwalader, if necessary Xxxxxxxxxx and Xxxx LLP, (b) to pay or advisablereimburse the Administrative Agent and the L/C Issuers for all reasonable out-of-pocket costs and expenses, one local counsel including Attorney Costs, incurred in each relevant jurisdictionconnection with any amendment, waiver, consent or other modification of the provisions of this Agreement and the other Loan Documents (whether or not the transactions contemplated thereby are consummated) and the consummation of the transactions contemplated thereby and administration of the transactions contemplated by this Agreement and the other Loan Documents, and (bc) to pay or reimburse the Administrative Agent, the Arrangers L/C Issuers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionLender). 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 (reasonable, in the case of the foregoing clauses (a) and (b)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Lender, as applicable. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Top Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but limited in the case of Xxxxxx Xxxxxx & Xxxxxxx LLP Attorney Costs to one primary counsel and, if necessary or advisablereasonably necessary, one local counsel in each relevant jurisdiction), and (b) to pay or reimburse the Administrative Agent, the Arrangers and each Lender Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs (but limited in the case of Attorney Costs to one primary counsel and one local and regulatory counsel in each applicable jurisdiction), and (c) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender (subject to the second to last sentence in this Section 10.04) for all reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable out-of-pocket search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 10.04 shall be payable within 30 days after demand therefor. In connection with any claim for reimbursement of Attorney Costs pursuant to this Agreement by more than one party, all such parties shall be represented by the one primary legal counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction, in each case, selected by such parties; provided that, if such legal counsel determines in good faith that representing all such parties is reasonably likely to result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to a party that is not available to all such parties, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each group of similarly situated affected parties shall be entitled to one additional counsel. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Facilities and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx Costs, which shall be limited to McGuireWoods LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, to promptly pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement 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 Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrowers within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Arranger and the Administrative Agent and the Arrangers (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Weil, Gotshal & Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisablenecessary, of one local counsel and one regulatory counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent. All amounts due under this Section 10.04 shall be paid promptly. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Joint Lead Arrangers and the L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, initial syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionLLP, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of the foregoing clause (a)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Joint Lead Arranger, as applicable. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntralinks, if necessary Inc. or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other the Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree upon and following the Closing Date (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Xxxxxxx LLP and, if necessary or advisable, one Sterling LLP) and such other local counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative AgentBV Borrower or an invoice relating thereto setting forth such expenses in reasonable detail. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationnegotiation and execution of the Loan Documents, syndication, execution and delivery of this Agreement and the other development, preparation, negotiation and execution of any amendment, waiver, consent, supplement or modification to, any Loan Documents, and any amendmentother documents prepared in connection herewith or therewith, waiverany Collateral examination, consent audit, or other modification inspection (provided that Borrower shall have the obligation to reimburse Agent for the costs associated only two such examinations, audits, or inspections in any twelve month period unless a Default has occurred and is continuing and provided further that each Lender shall have the right, at its own expense, to have a representative participate in each of the provisions hereof and thereof (whether two examinations, audits, or not inspections referenced in the transactions contemplated thereby are consummated), foregoing proviso) and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the any refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan Documents (including all such costs and expenses incurred during nature of a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Agent and the Administrative cost of independent public accountants and other outside experts retained by Agent or any Lender. Such costs and expenses shall also include administrative costs of Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery 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 50 55 transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the Syndication Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Syndication Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if Borrower and the Closing Date occurs, Co-Borrowers agree (i) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs and the reasonable costs of one primary counsel and, if necessary any advisor (including financial advisor) or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among consultant to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Agent. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender, but shall survive exclude any Taxes imposed on the termination income, however measured, of the Aggregate Commitments and repayment of all other ObligationsAdministrative Agent or any Lender. All amounts due under this Section 10.04 11.3 shall be paid payable within ten (10) five Business Days after demand therefor. The agreements in this Section shall survive the termination of receipt by the Class A Funding Requirements and repayment of all other Obligations. (b) Without duplication of the provisions of Section 3.11(d), Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of an invoice relating thereto setting this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth such expenses in reasonable detail. If Section 11.11 the Creditors from and against any Loan Party fails and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay when due any costssuch tax, expenses cost, expense, fee or other amounts charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations, provided, however, this Section 11.3(b) shall not apply to any Taxes described in clauses (i) through (v) of Section 3.11(d). Any amount payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by to the Administrative Agent in its sole discretionor any Lender under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

Attorney Costs, Expenses and Taxes. The (a) Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenders. All amounts due under this Section 11.3 shall be payable within five Business 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. (b) Borrower shall pay any and all Other Taxes to the relevant Governmental Agency in accordance with applicable Law and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such Other Taxes. All amounts due Any amount payable to the Administrative Agent or any Lender under this Section 10.04 11.3(b) shall be paid within ten (10) bear interest from the second Business Days Day following the date of receipt by demand for payment at the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP and, if necessary or advisablenecessary, one local counsel in each relevant applicable jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel to the Administrative Agent and the Lenders and, if necessary or advisablenecessary, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant applicable jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower Company of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, The Borrowers agree to pay or reimburse each of the Agents and the Arranger for all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs of the Agents, which shall be limited to Attorney Costs of one counsel to the Administrative Agent and, if necessary, of one local counsel in each relevant jurisdiction plus, in the event of any actual or reasonably perceived conflict of interest, one additional counsel in each relevant jurisdiction for each Agent subject to such conflict, and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the use of IntraLinks™ or any other Approved Electronic Platform) incurred in connection with this Agreement or the other Loan Documents, including (i) the development, due diligence, preparation, negotiation, syndication, execution and delivery interpretation of this Agreement and each other Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), (ii) any amendment, restatement, waiver, assignment, consent, supplement or other modification of the provisions of this Agreement and/or the other Loan Documents and the preparation, negotiation and execution of the same (whether or not the transactions contemplated hereby or thereby are consummated), (iii) the consummation of the transactions contemplated by this Agreement and the other Loan Documents, and any amendment(iv) the creation, waiver, consent perfection or other modification protection of the provisions hereof and thereof Liens under any Loan Document (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all any Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one for local counsel in appropriate jurisdictions) and (v) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the rights and responsibilities of each relevant jurisdiction, of the Agents hereunder and under the other Loan Documents. (b) The Borrowers agree to pay or reimburse each of the Administrative AgentAgents, the Arrangers Arranger, each Lender and each Lender L/C Issuer for all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs (including costs of settlement) incurred by each such Agent, the Arranger, such L/C Issuer or such Lender (in the case of any such Lender, during the existence of an Event of Default only) in connection with the enforcement protection, enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement Agreement, any Loan Document or the other Loan Documents Obligation or any security therefor (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), in the case of Attorney Costs, limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Arranger, and including all Attorney Costs of one primary counsel the Lenders and L/C Issuers taken as a whole, and, if necessary or advisablenecessary, of one local counsel in each relevant jurisdiction and of special counsel for each relevant specialty and, if a in the event of any actual or reasonably perceived conflict exists among the Administrative Agent and the Lendersof interest, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). jurisdiction for each such Agent, Arranger, Lender and/or L/C Issuer or group thereof subject to such conflict) in each case without duplication for any amounts paid (or indemnified) under Section 3.01. (c) The foregoing costs and expenses in clauses (a) and (b) above shall include all reasonable of Agents’ search, filing, recording and title insurance appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by each of the Administrative Agents and, in connection with clause (b), the cost of independent public accountants and other outside experts retained by any Agent. All amounts due under this Section 10.04 shall be payable within thirty (30) days after demand therefore (together with a reasonably detailed invoice with respect thereto). (d) The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment the repayment, satisfaction or discharge of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. (a) The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable reasonable, documented, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable, documented out-of-pocket Attorney Costs Costs, settlement costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntraLinks, if necessary Inc., or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement after the occurrence of an Event of Default, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. (b) To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s applicable percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(d). (c) All amounts due under this Section 11.04 shall be payable within ten (10) Business Days after demand therefor. (d) 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) if to pay directly to the Closing Date occurs, provider thereof or to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Credit Agreement and the other Loan Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and Costs; (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred following an Event of Default in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs Costs; (c) up to one-half of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent's procurement of FIRREA‑compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that if no Event of Default exists hereunder, the Borrowers shall be required to pay such portion of the costs and expenses associated with any Administrative Agent‑requested appraisal not more than once during the term of the Loan with respect to any Borrowing Base Asset; provided further, however, that if an Event of Default exists hereunder, the Borrowers shall be required to pay all of the costs and expenses associated with any such appraisal and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionone-time limit shall no longer be applicable); and (d) any re‑appraisals requested by any Borrower. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket and documented out‑of‑pocket expenses incurred by the Administrative AgentAgent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionXxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Arrangers and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable third party out-of-pocket costs and expenses incurred by it in connection with the preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), ) and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andinternet, if necessary IntraLinks or advisable, one local counsel other similar information transmission systems in each relevant jurisdiction, connection with this Agreement and (b) during the existence of an Event of Default or after acceleration of the Obligations, to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable third party out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses described in the foregoing clauses (a) and (b) shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, thereto and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender during the existence of an Event of Default or after acceleration of the Obligations. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if Borrower and the Closing Date occurs, Co-Borrowers agree (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.3 shall be payable within five Business 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. (b) Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (1) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (2) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (3) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. All amounts due Any amount payable to the Administrative Agent or any Lender under this Section 10.04 shall be paid within ten (10) bear interest from the second Business Days Day following the date of receipt by demand for payment at the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, due diligence, negotiation, delivery, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof (whether or not effective) and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionthe Administrative Agent and the Arrangers, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of outside counsel and, if necessary, a single local counsel in each appropriate jurisdiction and such other counsel retained with the Borrower’s prior written consent), incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable out-of-of- pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of counsel for the Administrative Agent and the Lenders, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and, in the case of an actual conflict of interest where the Administrative Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected Person)), incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording recording, and title insurance appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable promptly 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the Syndication Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Syndication Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local a single firm of attorneys acting as counsel in each relevant jurisdictionto the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary outside counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, taken as a whole (exclusive of (x) one additional primary counsel and, if necessary or advisable, one additional outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdictionmaterial jurisdiction and (y) solely in the case of a conflict of interest one additional counsel may be appointed for all affected parties, taken as a whole). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by the Administrative Agent. All amounts due under this Section 11.04 shall be paid within thirty days after receipt by the Borrower of an invoice in reasonable detail. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntralinks, if necessary Inc. or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Revolving Commitment and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionand foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if Each of the Closing Date occursBorrower and each other Loan Party agrees upon demand to pay, to pay or reimburse the Administrative Agent and the Arrangers for all of its reasonable external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including (x) the Attorney Costs of counsel to the Administrative Agent and the Administrative Agent, Weil, Gotshal & Xxxxxx LLP, (y) the Attorney Costs of such other local legal counsel as may be retained by the Administrative Agent in connection with the security arrangements contemplated by the Loan Documents and, if necessary or reasonably advisable in connection with the Loan Documents regulatory counsel, and (z) the costs and expenses of auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent in connection with any of the following: (i) the Administrative Agent' audit and investigation of the Borrower and its Subsidiaries in connection with the preparation, negotiation or execution of any Loan Document or the Administrative Agent' periodic audits of the Borrower or any of its Subsidiaries, as the case may be, (ii) the preparation, negotiation, syndicationexecution or interpretation of this Agreement (including the satisfaction or attempted satisfaction of any condition set forth in Article V (Conditions Precedent)), execution and delivery any Loan Document, any Exchange Securities Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans or other Borrowing hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any Attorney Costs for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans including consultation with attorneys in connection therewith and with respect to the rights and responsibilities of the Administrative Agent hereunder, under the other Loan Documents and the Exchange Securities Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document or any Exchange Securities Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, the Borrower, any other Loan Party, any of the Borrower's Subsidiaries, the Ardent Acquisition, the other Transactions, the Related Documents, this Agreement, any other Loan Document or any Exchange Securities Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Obligations, the Borrower, any other Loan Party, any of the Borrower's Subsidiaries, the Ardent Acquisition, the Related Documents, this Agreement or any other Loan Document or any Exchange Securities Document or (viii) any amendment, consent, waiver, consent assignment, restatement, or other modification supplement to any Loan Document or the preparation, negotiation and execution 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and same. (b) Each of the Borrower and each other Loan Party further agrees to pay or reimburse each of the Administrative Agent, the Arrangers Agent and each Lender of the Lenders upon demand for all 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 all such Attorney Costs, allocated costs of internal counsel and expenses incurred during any legal proceedingcosts of settlement), including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements Agent or such Lenders in this Section 10.04 shall survive the termination connection with any of the Aggregate Commitments following: (i) in enforcing any Loan Document or any Exchange Securities Document or Obligation or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Obligations, the Borrower, any other Loan Party, any of the Borrower's Subsidiaries and repayment related to or arising out of all the transactions contemplated hereby or by any other Obligations. Loan Document or Related Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above. (c) All amounts due under this Section 10.04 11.04 shall be paid payable within ten (10) Business Days after demand therefor. The agreements in this Section 11.04 shall survive the termination of receipt by the Borrower Commitments and repayment of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionall Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative each Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionincurred by such Agents, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in incurred by each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Lender. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Co-Administrative AgentAgents and the cost of independent public accountants and other outside experts retained by the Co-Administrative Agents or any Lender. All amounts due under this Section 10.04 shall be payable within 30 days after demand therefor, which demand shall be accompanied by an appropriate invoice. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the syndication of the credit facilities, the preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one primary law firm acting as counsel to the Administrative Agent (plus any additional law firms acting as local counsel in each relevant jurisdictionto the Administrative Agent at the suggestion of such primary law firm), and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender Lender, including, as applicable, in its capacity as a Swap Counterparty, for all out-of-pocket documented costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses (i) incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief LawLaw and (ii) in connection with the sale of, and collection from, or other realization upon any of the Collateral), including all Attorney Costs of one primary law firm acting as counsel and, if necessary or advisable, one to the Administrative Agent (plus any additional law firms acting as local counsel in each relevant jurisdiction andto the Administrative Agent at the suggestion of such primary law firm), if a conflict exists among (c) to pay or reimburse the Administrative Agent and the Lenderseach Lender, one additional primary counsel andincluding, if necessary or advisableas applicable, one additional local counsel in each relevant jurisdiction). The foregoing its capacity as a Swap Counterparty, for all reasonable and documented costs and expenses shall include of creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Collateral Document, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses and disbursements of one law firm acting as counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may reasonably request in respect of the Collateral Documents or the Liens created pursuant thereto, (d) all reasonable search, filing, recording and title insurance charges documented costs and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements Agent in this Section 10.04 shall survive connection with the termination custody or preservation of any of the Aggregate Commitments Collateral, and repayment (e) all reasonable and documented costs and expenses, including reasonable attorneys' fees of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails one primary law firm acting as counsel 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 (plus any additional law firms acting as local counsel to the Administrative Agent at the suggestion of such primary law firm) and fees, costs and expenses of any auditors, appraisers, accountants, advisors, agents and consultants, incurred by Administrative Agent or its sole discretioncounsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral (including, without limitation, such costs and expenses relating to obtaining and reviewing any appraisals provided for under Section 6.13).

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Costs, which shall be limited to Weil, Gotshal & Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, Syndication Agent, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower Each Loan Party agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable reasonable, documented and out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (which shall be limited to the Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one primary outside counsel and one local counsel in each relevant jurisdictionappropriate jurisdiction to the extent reasonably necessary), and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable, out-of-pocket costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including obtaining, maintaining, protecting and preserving the Administrative Agent’s and the Lender’s interest in the Collateral or Lien therein, foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise Disposing or realizing on the Collateral or in exercising their rights hereunder or as secured party under the UCC, any other applicable Law or any Loan Document, in each case including all Attorney Costs (which shall be limited to the Attorney Costs of one primary outside counsel and, if necessary or advisable, and one local counsel in each relevant appropriate jurisdiction and, if (which may include a conflict exists among single special counsel acting in multiple jurisdictions) for the Administrative Agent and the LendersLenders and, solely in the case of an actual or reasonably perceived conflict of interest, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionapplicable jurisdiction to the affected Persons). The foregoing costs and expenses shall include all reasonable reasonable, out-of-pocket search, filing, recording recording, audit and title insurance appraisal charges and fees and taxes Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive Agent and the termination cost of independent public accountants and other outside experts retained by the Aggregate Commitments Administrative Agent or any Lender to the extent permitted to be retained by the Administrative Agent and repayment of all other Obligationsreimbursed by the Loan Parties hereunder. All amounts due under this Section 10.04 12.04 shall be paid payable within ten five (105) Business Days after written demand therefor to the Company, accompanied by a reasonably detailed accounting and back-up thereof. The agreements in this Section 12.04 shall survive the termination of receipt by the Borrower Term Loan Commitments and the repayment of an invoice relating thereto setting forth such all Obligations. Notwithstanding the foregoing, nothing in this Section 12.04 shall obligate the Loan Parties to reimburse the Administrative Agent or any Lender for any costs or expenses in reasonable detailarising out of disputes solely among the Administrative Agent and any Lender or solely among the Lenders. If any The Loan Party fails Parties’ obligation to pay when due any costsor reimburse legal fees, costs and expenses or other amounts payable by it hereunder or under any Loan Document, such amount may shall be paid on behalf of such Loan Party limited to Attorney Costs incurred by the Administrative Agent and, other than as expressly set forth above in its sole discretionclause (b) as relates to specific conflict counsel, shall not include any legal fees, costs or expenses incurred by any other actual or prospective Lender.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses associated with the due diligence and background investigation undertaken in connection with this Agreement and incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any pledge agreement and any Security Agreement and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Revolving Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if shall pay within five Business Days after demand, accompanied by an invoice therefor, the Closing Date occurs, to pay or reimburse reasonable costs and expenses of the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, negotiation, syndication, execution and delivery of the Loan Documents (subject to any limitations set forth in a letter agreement between Borrower and the Arrangers entered into prior to the Closing Date) and any amendment thereto or waiver thereof. Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Banks in connection with the reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and Attorney Costs incurred by the Administrative Agent or any Bank, and independent public accountants and other outside experts retained by the Administrative Agent or any Bank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include the administrative costs of the Administrative Agent reasonably attributable to the administration of this Agreement and the other Loan Documents. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and any amendment, waiver, consent charges payable 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 Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) determined to pay or reimburse the Administrative Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred be payable in connection with the enforcement filing or recording of this Agreement, any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during Document or any legal proceedingother instrument or writing to be delivered hereunder or thereunder, including or in connection with any proceeding under any Debtor Relief Lawtransaction pursuant hereto or thereto, and including all Attorney Costs of one primary counsel andshall reimburse, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among hold harmless and indemnify the Administrative Agent and the LendersBanks from and against any and all loss, one additional primary counsel andliability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, if necessary cost, expense, fee or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred charge or that any of them may suffer or incur by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination reason of the Aggregate Commitments and repayment failure of all other Borrower to perform any of its Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof XXXXXXX 0000000 (2K) 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 Xxxxxx Xxxxxx Costs, which shall be limited to White & Xxxxxxx Case LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Arrangers and the Administrative Agent and the Arrangers (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, 126 negotiation, syndication, syndication and execution and delivery 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 Weil, Gotshal & Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisablenecessary, of one local counsel and one regulatory counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent. All amounts due under this Section 10.04 shall be paid promptly. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and 193389590_5 execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx Costs, which shall be limited to McGuireWoods LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, to promptly pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement 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 Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrowers within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Collateral Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan DocumentsDocuments (and, in the case of Republic, in connection with previous alternative lending structures and any related intercreditor arrangements), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and(including, if necessary or advisablewithout limitation, one specialty and local counsel in each relevant jurisdiction, counsel) and (b) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and each Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 12.04 shall be payable within two Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Term Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent or any Lender, in its sole discretiondiscretion and any such amounts so paid by the Administrative Agent, the Collateral Agent or any Lender, shall constitute Obligations owing to such person.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement Agreement, the 2021 Amendment Agreement, the Second Amendment 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 Xxxxxx Xxxxxx Costs, which shall be limited to Cravath, Swaine & Xxxxxxx Xxxxx LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the 2021Second Amendment Effective Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, Syndication Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement Agreement, the 2021 Amendment Agreement, the Second Amendment 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 Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the 2021Second Amendment Effective Date, all amounts due under this Section 10.04 shall be paid on the 2021Second Amendment Effective Date to the extent invoiced to the Borrower within three (3) Business Days prior to the 2021Second Amendment Effective Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. (a) The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent each of the Agents and the Arrangers for all reasonable costs and out-of-pocket expenses (including Attorney Costs of the Agents and costs and out-of-pocket expenses incurred in connection with the use of IntraLinks™ or any other Approved Electronic Platform) incurred in connection with this Agreement or the other Loan Documents, including (i) the development, due diligence, preparation, negotiation, syndication, execution and delivery interpretation of this Agreement and each other Loan Document (whether or not the transactions contemplated hereby or thereby are consummated), (ii) any amendment, restatement, waiver, assignment, consent, supplement or other modification of the provisions of this Agreement and/or the other Loan Documents and the preparation, negotiation and execution of the same (whether or not the transactions contemplated hereby or thereby are consummated), (iii) the consummation of the transactions contemplated by this Agreement and the other Loan Documents, and any amendment(iv) the creation, waiver, consent perfection or other modification protection of the provisions hereof and thereof Liens under any Loan Document (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all any Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one for local counsel in appropriate jurisdictions) and (v) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the rights and responsibilities of each relevant jurisdiction, of the Agents hereunder and under the other Loan Documents. (b) The Borrower agrees to pay or reimburse the Administrative Agenteach of the Agents, the Arrangers Arrangers, the Foreign Currency Fronting Lender, each Syndicated Lender and each Lender L/C Issuer for all reasonable costs and out-of-pocket expenses (including Attorney Costs (including costs and expenses of settlement) incurred by each such Agent, the Arrangers, such Lender or such L/C Issuer incurred in connection with the enforcement protection, enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement Agreement, any Loan Document or the other Loan Documents Obligation or any security therefor (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). of them. (c) The foregoing costs and expenses in clauses (a) and (b) above shall include all reasonable search, filing, recording and title insurance appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by each of the Administrative Agents and the cost of independent public accountants and other outside experts retained by any Agent, the Foreign Currency Fronting Lender or any Syndicated Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. (d) The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment the repayment, satisfaction or discharge of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree upon and following the Effective Date (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx one attorney for all Lenders, the Arrangers and the Administrative Agent (which shall be Shearman & Xxxxxxx LLP and, if necessary or advisable, one Sterling LLP) and such other local counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent, the Arrangers and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 12.05). 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 out-of-pocket expenses incurred by any Arranger or any Agent. All amounts due under this Section 12.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative AgentBV Borrower or an invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 12.04 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 (i) Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP one lead counsel and, if necessary or advisablenecessary, one local conflicts counsel in each relevant jurisdiction, jurisdiction and (ii) costs of other advisors to the Administrative Agent (in the case of this clause (ii) accrued through the completion of the transactions contemplated hereby) and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any negotiations, workouts, restructurings or legal proceedingproceedings, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local lead counsel in each relevant jurisdiction and, if a conflict exists among and the fees and disbursements of any financial advisor or third party consultants or appraisers to and of the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionXxxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including including, without limitation, all such costs and expenses incurred during any legal proceeding, 153 including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent. All amounts due under this Section 10.04 shall be paid promptly. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The (a) Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenders. All amounts due under this Section 12.3 shall be payable within 5 Business 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. (b) Borrower shall pay any and all documentary and other taxes, excluding (1) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (2) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (3) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 12.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 12.11 the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. All amounts due Any amount payable to the Administrative Agent or any Lender under this Section 10.04 shall be paid within ten (10) bear interest from the second Business Days Day following the date of receipt by demand for payment at the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntralinks, if necessary Inc. or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Term Loan Commitment and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the First Lien Collateral Agent and the Arrangers Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx LLP one primary counsel, one additional counsel to the Administrative Agent prior to the Closing Date and, if necessary or advisablereasonably required, one local counsel in each relevant jurisdictionand one regulatory counsel, and (b) to pay or reimburse the Administrative Agent, the Arrangers First Lien Collateral Agent, the L/C Issuer and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, (selected by the Administrative Agent) and if necessary or advisablenecessary, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionregulatory counsel). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 after the Closing Date under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Arranger, the Administrative Agent and the Arrangers Collateral Agent for all reasonable out-of-pocket costs and expenses associated with the due diligence and background investigation undertaken in connection with this Agreement and incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any pledge agreement and any Security Agreement and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and Collateral Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Revolving Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree upon and following the Closing Date (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Xxxxxxx LLP and, if necessary or advisable, one Sterling LLP) and such other local counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative AgentBorrowers of an invoice relating thereto setting forth such expenses in reasonable detail. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses reasonably incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionreasonably incurred, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel andCosts; provided, if necessary or advisablehowever, one local counsel in each relevant jurisdiction and, if a conflict exists among that the Administrative Agent and each Lender expressly waives any statutory right to recover attorneys’ fees or “reasonable attorneys’ fees” calculated by reference to a percentage of the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)debt sought to be collected. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor provided that the Borrower receives a statement of such amounts in reasonable detail along with such demand and that the Borrower’s payment of the same shall not foreclose the Borrower from contesting the reasonableness of such amounts subject to such standard under (a) above and obtaining reimbursement of such amount subsequently determined to be unreasonable. Notwithstanding any contrary or inconsistent provisions in any other Loan Document, the provisions of this Section 10.04 shall govern the payment by the Borrower or any Subsidiary of the costs and expenses of the nature described in this Section 10.04 under all provisions of this Agreement and all other Loan Documents. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co- Documentation Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx & Xxxxxxx Costs, which shall be limited to McGuireWoods LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, to promptly pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement 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 Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The 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 ten thirty (1030) Business Days days of receipt by the Borrower Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrowers within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not 95159948_7 apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person's sole discretion, at the sole cost and expense of the Borrower; provided, however, that the Borrower shall only be obligated to hire one counsel to represent all of the Lenders unless any Lender advises the Borrower that its legal counsel has advised it that its interest is materially different from that of the other Lenders and it would not be adequately represented without its own separate counsel, in which case the borrower shall hire separate counsel for such Lender, satisfactory to such Lender. All amounts due owing under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretion30 days after demand.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Joint Lead Arrangers and the Arrangers L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx White & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCase LLP, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Joint Lead Arranger, each L/C Issuer and each Lender for all 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by to the Administrative 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 (i) on the Closing Date provided that the Borrower has received at least one (1) Business Day in advance an invoice relating thereto setting forth such expenses in reasonable detail or (ii) if after the Closing Date, within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Joint Lead Arrangers and the L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionLLP, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of the foregoing clause (a)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Joint Lead Arranger, as applicable. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntralinks, if necessary Inc. or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Revolving Commitment and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx White & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCase LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Second Restatement Effective Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers, the Co-Managers, and the Arrangers Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Cravath, Swaine & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionXxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Arrangers Arrangers, the Co-Managers, the Syndication Agent, and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). 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 (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents, and 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 Xxxxxx Xxxxxx Weil, Gotshal & Xxxxxxx Mxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers and each Lender for all 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the preparation, negotiation, syndication, syndication and execution and delivery of this Agreement, the Incremental and Amendment and Restatement 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 Xxxxxx Xxxxxx Costs, which shall be limited to Cravath, Swaine & Xxxxxxx Xxxxx LLP and, if necessary or advisablenecessary, one firm of local counsel in each any relevant jurisdiction, and (b) after the Amendment and Restatement Effective Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, Syndication Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement, the Incremental and Amendment and Restatement 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 Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary or advisablenecessary, one firm of local counsel to the Administrative Agent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the event of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction and, if to each group of similarly situated affected persons taken as a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionwhole). 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 out-of-pocket expenses incurred by the Administrative 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 ten thirty (1030) Business Days days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Amendment and Restatement Effective Date, all amounts due under this Section 10.04 shall be paid on the Amendment and Restatement Effective Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Amendment and Restatement Effective Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, 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, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but limited in the case of Xxxxxx Xxxxxx & Xxxxxxx LLP Attorney Costs to one primary counsel and, if necessary or advisablereasonably necessary, one local counsel in each relevant jurisdiction), and (b) to pay or reimburse the Administrative Agent, the Arrangers and each Lender Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs (but limited in the case of Attorney Costs to one primary counsel and one local and regulatory counsel in each applicable jurisdiction), and (c) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender (subject to the second to last sentence in this Section 10.04) for all reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable out-of-pocket search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 10.04 shall be payable within 30 days after demand therefor. In connection with any claim for reimbursement of Attorney Costs pursuant to this Agreement by more than one party, all such parties shall be represented by the one primary legal counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction, in each case, selected by such parties; provided that, if such legal counsel determines in good faith that representing all such parties is reasonably likely to result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to a party that is not available to all such parties, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each group of similarly situated affected parties shall be entitled to one additional counsel. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Facilities and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Holdings and the Borrower agrees jointly and severally agree (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Senior Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs Costs); provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel and, if necessary or advisable, (in addition to up to one local counsel in each relevant jurisdiction andapplicable local jurisdiction) for all Persons indemnified under this clause (ii) unless, if a conflict exists among in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent and Agent, representation of all such indemnified persons would be inappropriate due to the Lenders, one additional primary counsel and, if necessary existence of an actual or advisable, one additional local counsel in each relevant jurisdiction)potential conflict of interest. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent and the Administrative Agentcost of independent public accountants and other outside experts retained by or on behalf of any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Senior Credit Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) if to pay directly to the Closing Date occurs, provider thereof or to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Credit Agreement and the other Loan Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andCosts, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred following an Event of Default in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that if no Event of Default exists hereunder, the Borrowers shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once during the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)term of the Loan with respect to any Borrowing Base Asset) and (d) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business 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 Notwithstanding anything to the contrary contained in this Section 10.04 or elsewhere in any of the Loan Documents, neither the Borrower nor any Subsidiary shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails obligated to pay when due or reimburse any Person for any costs, expenses expenses, fees, taxes or other amounts charges of any nature whatsoever that are incurred or payable by it hereunder any Person in connection with any assignment referred to in Section 10.07(b), any participation referred to in Section 10.07(d) or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent pledge or security interest referred to in its sole discretionSection 10.07(f).

Attorney Costs, Expenses and Taxes. The Borrower agrees Loan Parties agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent (and the Arrangers Lenders in the case of enforcement costs and documentation taxes) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution execution, delivery and delivery 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 (i) documented Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP one lead counsel and, if necessary or advisablenecessary, one local conflicts counsel in each relevant jurisdiction, jurisdiction and (ii) costs of other advisors to the Administrative Agent (in the case of this clause (ii) accrued through the completion of the transactions contemplated hereby) and (b) to pay or reimburse the Administrative Agent, the Arrangers Issuing Lender and each Lender for all reasonable 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 all such costs and expenses incurred during any negotiations, workouts, restructurings or legal proceedingproceedings, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local lead counsel in each relevant jurisdiction and, if a conflict exists among and the fees and disbursements of any financial advisor or third party consultants or appraisers to and of the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 12.04 shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations. All amounts due under this Section 10.04 12.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, 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 provided however that all such costs and expenses, Attorney Costs and FA Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andthe Administrative Agent and Lender relating to this Agreement shall not to exceed in the aggregate $50,000, if necessary or advisableand provided further, one local counsel however, that all such costs and expenses, Attorney Costs and FA Costs of the Administrative Agent and Lender relating to this Agreement, together with all such costs and expenses, Attorney Costs and FA Costs as defined in, and as provided for in, the credit agreements of even date herewith relating to the $350 Million Borrowing Base Facility and the $15 Million Secured Pipeline Loan shall not exceed in each relevant jurisdiction, the aggregate $1,000,000; and (b) to pay or reimburse the Administrative Agent, Agent and the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or the Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other the Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) if to pay directly to the Closing Date occurs, provider thereof or to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Credit Agreement and the other Loan Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andCosts, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred following an Event of Default in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the DAL:0535130/00080:1910701v7 Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrowers shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once during the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionterm of the Loan with respect to any Borrowing Base Asset); and (iii) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if Borrower and the Closing Date occurs, Co-Borrowers agree (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.3 shall be payable within five Business 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. (b) Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (1) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (2) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (3) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Creditors from and against any and all loss, liability or legal or other expense W02-WEST:LAR\400019853.8 with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. All amounts due Any amount payable to the Administrative Agent or any Lender under this Section 10.04 shall be paid within ten (10) bear interest from the second Business Days Day following the date of receipt by demand for payment at the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether Whether or not the transactions contemplated thereby are hereby shall be consummated, the Borrower agrees to pay promptly (i) all reasonable costs and expenses of negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (ii) all costs and expenses of furnishing an opinion by Xxxxxx Xxxxx LLP, as counsel for the Borrower (including any opinions requested by the Lender as to any legal matters arising hereunder); (iii) all reasonable fees, expenses and disbursements of counsel to the consummation Lender in connection with the negotiation, preparation, execution and administration of the transactions contemplated hereby Loan Documents and therebyany consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower; (iv) all costs and expenses of creating and perfecting Liens in favor of the Lender pursuant to any Collateral Document, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees and reasonable fees, expenses and disbursements of counsel to the Lender; (v) after an Event of Default, all Attorney Costs costs and expenses incurred by the Lender in connection with the custody or preservation of Xxxxxx Xxxxxx & Xxxxxxx LLP andany of the Collateral; (vi) all costs and expenses, if necessary including reasonable attorneys’ fees and fees, costs and expenses of accountants, advisors and consultants, incurred by the Lender and its counsel relating to efforts to (a) evaluate or advisableassess the Borrower, one local counsel in each relevant jurisdiction, its business or financial condition and (b) to pay protect, evaluate, assess or reimburse dispose of any of the Administrative AgentCollateral; and (vii) all costs and expenses, the Arrangers and each Lender for all out-of-pocket including reasonable attorneys’ fees (including allocated costs of internal counsel), fees, costs and expenses of accountants, advisors and consultants and costs of settlement, in each case, incurred by the Lender in connection with enforcing any Obligations of or in collecting any payments due from the enforcement of any rights Borrower hereunder or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with the sale of, collection from, or other realization upon any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment Collateral or the enforcement of all other Obligationsthe Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings. All amounts due under this Section 10.04 9.04 shall be paid payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the termination of receipt by the Borrower Commitment and repayment, satisfaction or discharge of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or 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 sole discretionObligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses associated with the due diligence and background investigation undertaken in connection with this Agreement and incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any pledge agreement and any Security Agreement and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement Agreement, the Fee Letter and the other Loan Documents, Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs; provided that the Company’s obligation to reimburse the Administrative Agent for any such costs and expenses incurred in connection with the development, preparation, negotiation, execution of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary and the closing proceedings under this Agreement (either prior or advisable, one local counsel in each relevant jurisdictionfollowing the Closing Date) shall be limited to an aggregate amount of $100,000, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement Agreement, the Fee Letter or the other Loan Note Documents (including all such reasonable, out-of-pocket costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including obtaining, maintaining, protecting and preserving the Administrative Agent’s and the Holder’s interest in the Collateral or security interest therein, foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral or in exercising their rights hereunder, under the Fee Letter or as secured party under the UCC, any other applicable Law or any Note Document, in each case including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable reasonable, out-of-pocket search, filing, recording recording, audit and title insurance appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive Agent and the termination cost of independent public accountants and other outside experts retained by the Aggregate Commitments Administrative Agent or any Holder to the extent permitted to be retained by the Administrative Agent and repayment of all other Obligationsreimbursed by the Company hereunder. All amounts due under this Section 10.04 12.04 shall be paid payable within ten (10) five Business Days after written demand therefor to the Company, accompanied by a reasonably detailed accounting thereof. The agreements in this Section shall survive the termination of receipt by the Borrower Commitments and the repayment of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionall Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationnegotiation and execution of the Original Note Agreement, syndication, execution and delivery of this Agreement and the other Loan Documents, Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under the Original Note Agreement, this Agreement or the other Loan Note Documents (including all such reasonable, out-of-pocket costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including obtaining, maintaining, protecting and preserving the Administrative Agent’s and the Holder’s interest in the Collateral or security interest therein, foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral or in exercising their rights hereunder or as secured party under the UCC, any other applicable Law or any Note Document, in each case including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable reasonable, out-of-pocket search, filing, recording recording, audit and title insurance appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive Agent and the termination cost of independent public accountants and other outside experts retained by the Aggregate Commitments Administrative Agent or any Holder to the extent permitted to be retained by the Administrative Agent and repayment of all other Obligationsreimbursed by the Company hereunder. All amounts due under this Section 10.04 12.04 shall be paid payable within ten (10) five Business Days after written demand therefor to the Company, accompanied by a reasonably detailed accounting thereof. The agreements in this Section shall survive the termination of receipt by the Borrower Commitments and the repayment of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionall Obligations.

Attorney Costs, Expenses and Taxes. The Holdings and the Borrower agrees jointly and severally agree (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Senior Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs Costs); provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one primary outside counsel and, if necessary or advisable, (in addition to up to one local counsel in each relevant jurisdiction and, if a applicable local jurisdiction) for all Persons indemnified under this clause (ii) unless representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)of interest. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent and the Administrative Agentcost of independent public accountants and other outside experts retained by or on behalf of any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Senior Credit Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) if the Closing Date occurs, to pay or reimburse the Arrangers and the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, syndication and execution and delivery 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 Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP and, if necessary or advisablenecessary, of one local counsel and one regulatory counsel in each relevant jurisdictionforeign jurisdiction as agreed between the Administrative Agent and the Parent Borrower, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all reasonable 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 all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local (which counsel shall be limited as provided in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionSection 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent. All amounts due under this Section 10.04 shall be paid promptly. 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. (a) The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable reasonable, documented, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable, documented out-of-pocket Attorney Costs Costs, settlement costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntraLinks, if necessary Inc., or advisable, one local counsel other similar information transmission systems in each relevant jurisdictionconnection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement after the occurrence of an Event of Default, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. (b) To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(d). (c) All amounts due under this Section 11.04 shall be payable within ten (10) Business Days after demand therefor. (d) 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 ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if to pay directly to the Closing Date occurs, provider thereof or to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Credit Agreement and the other Loan Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP andCosts, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred following an Event of Default in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Real Property Asset, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrower shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once in any two (2) calendar year period with respect to the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionReal Property Asset); and (iii) any re-appraisals requested by the Borrower. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive Agent and the termination reasonable and documented cost of independent public accountants and other outside experts retained by the Aggregate Commitments and repayment of all other ObligationsAdministrative Agent or any Lender. All amounts due under this Section 10.04 shall be paid payable within ten twenty (1020) Business Days of receipt after written invoice therefor is received by the Borrower Borrower. The agreements in this Section shall survive the repayment of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionall Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and including all Attorney Costs with respect to (a) and (b) above: (i) fees and charges of one primary counsel andany construction consultant, if necessary inspector and/or engineer; (ii) appraisal, re-appraisal and survey costs; (iii) title insurance charges and premiums; (iv) title search or advisableexamination costs, one local counsel in including abstracts, abstractors' certificates and uniform commercial code searches; (v) judgment and tax lien searches for Borrowers and each relevant jurisdiction andGuarantor; (vi) escrow fees; (vii) fees and costs of environmental investigations site assessments and remediations; (viii) recordation taxes, if a conflict exists among the Administrative Agent documentary taxes, transfer taxes and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)mortgage taxes; (ix) filing and recording fees; and (x) loan brokerage fees. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by Administrative Agent and the cost of independent public accountants and other outside experts retained by Administrative AgentAgent or any Lender. All amounts due under this Section 10.04 shall be payable within ten (10) Business 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. Indemnification by Parent and Borrowers. Whether or not the transactions contemplated hereby are consummated, Parent and Borrowers, jointly and severally, shall indemnify and hold harmless each Agent-Related Person, each Lender, and their respective Affiliates, directors, officers, employees, counsel, agents, and attorneys-in-fact (collectively the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance, or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (c) (i) defect in any Collateral Property, (ii) performance or default of either Borrower, Borrowers' surveyors, architects, engineers, contractors, or any other person, (iii) failure to protect or insure the Improvements, (iv) payment of costs of labor, materials, or services supplied for the Improvements, or (v) Environmental Damages, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising Credit Agreement 74 out of its activities in connection herewith or therewith (whether before or after the Closing Date). All amounts due under this Section 10.04 10.05 shall be paid payable within ten (10) Business Days after demand therefor. The agreements in this Section 10.05 shall survive the resignation of receipt by Administrative Agent, the Borrower replacement of an invoice relating thereto setting any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. Any requirement of this Agreement which provides for the approval or consent of Administrative Agent or any Lender with respect to any matter pertaining to a Borrowing, not otherwise specifically set forth such expenses in detail, shall be deemed to call for performance that is reasonable detailunder the circumstances. If any Loan Party fails In the event that a requirement of reasonable performance shall nevertheless be deemed too vague or uncertain as to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Documentallow legal enforcement, such amount may requirement shall be paid deemed null and void, but without effect on the enforceability of this Agreement or any other requirement contained herein with respect to a Borrowing. Notwithstanding any approvals or consents by Administrative Agent or Lenders, neither Administrative Agent nor any Lender has any obligation or responsibility whatsoever for the adequacy, form or content of the Plans, any budget, any contract, any change order, any lease, or any other matter incident to any Collateral Property or the Improvements. Any inspection or audit of any Collateral Property or the books and records of Borrowers, or the procuring of documents and financial and other information, by or on behalf of such Loan Party Administrative Agent shall be for Administrative Agent and Lenders' protection only, and shall not constitute an assumption of responsibility to Borrowers or anyone else with regard to the condition, construction, maintenance, or operation of any Collateral Property, or relieve Borrowers of any of their obligations. Borrowers have selected all surveyors, architects, engineers, contractors, materialmen, and all other persons or entities furnishing services or materials to any Collateral Property. Neither Administrative Agent nor any Lender has any duty to supervise or to inspect the Collateral Property nor any duty of care to Borrowers or any other person to protect against, or inform Borrowers or any other person of the existence of, negligent, faulty, inadequate, or defective design or construction of the Improvements. Upon demand by Administrative Agent, Parent and Borrowers shall diligently defend any of the Indemnified Liabilities which affects any Collateral Property or is made or commenced against Administrative Agent or any Lender, whether alone or together with any other person, all at Parent's and Borrowers ` own cost and expense and by counsel to be approved by Administrative Agent in the exercise of its sole reasonable judgment. In the alternative, at any time Administrative Agent may elect to conduct its own defense on behalf of itself or any Lender through counsel selected by Administrative Agent and at the cost and expense of Parent and Borrowers. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. Inspection shall not constitute an acknowledgment or representation by Administrative Agent or Lenders that there has been or will be compliance with the Plans, the Loan Documents, or applicable Laws and restrictive covenants, or that the construction is free from defective materials or workmanship. Inspection, whether or not followed by notice of Default, shall not constitute a waiver of any Default then existing. Administrative Agent's failure to inspect shall not constitute a waiver of any of Administrative Agent's or Lenders' rights under the Loan Documents or at Law or in equity. To the extent, if at all, that NMSA Section 56-7-1 is applicable to this Agreement, any indemnification will not extend to liability, claims, damages, losses, or expenses, including Attorney Costs, arising out of (A) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or specifications by indemnitee, or the agents or employees of indemnitee, and (B) the giving of or the failure to give direction or instructions by indemnitee, or the agents or employees of indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage. Payments Set Aside. To the extent that any payment by or on behalf of Borrowers is made to Administrative Agent or any Lender, or Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the Alderwoods--Subordinated Bridge Loan Agreement 55 other Bridge Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Agent and each Bridge Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Bridge Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable searchinclude, filing, recording and title insurance charges and fees and taxes related thereto, without limitation the cost of independent public accountants and other reasonable out-of-pocket expenses incurred outside experts retained by any Agent or, upon the Administrative Agentoccurrence of an Event of Default, retained by any Bridge Lender. All amounts due under this SECTION 11.03 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section 10.04 shall survive the termination of the Aggregate Bridge Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Bridge Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative any Agent or any Bridge Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, syndication and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx Shearman & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionSterling LLP, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Collateral Agent and each Lender for all out-of-pocket reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents applicable to such Lender (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among to the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdictionCollateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent or any 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 10.05 shall be paid within ten thirty (1030) Business Days of receipt by after invoiced or demand therefor. The agreements in this Section shall survive the Borrower of an invoice relating thereto setting forth such expenses in reasonable detailTermination 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, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution and delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and FA Costs and reasonable costs and expenses in connection with the use of Xxxxxx Xxxxxx & Xxxxxxx LLP andIntralinks, if necessary Inc. or advisableother similar information transmission systems in connection with this Agreement; provided however that all such costs and expenses, one local counsel Attorney Costs and FA Costs of the Administrative Agent and Lenders relating to this Agreement, together with all such costs and expenses, Attorney Costs and FA Costs as defined in, and as provided for in, the credit agreements of even date herewith relating to the Secured Pipeline Loan and the Amended QRC Facility shall not exceed in each relevant jurisdictionthe aggregate $1,000,000, and (b) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)FA Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender (if such Lender is otherwise entitled to recover such costs under the terms of this Agreement). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Revolving Commitment and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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.

Attorney Costs, Expenses and Taxes. The (a) Borrower agrees (ai) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (bii) to pay or reimburse the Administrative Agent, the Arrangers Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lenders. All amounts due under this Section 12.3 shall be payable within 5 Business 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. (b) Borrower shall pay any and all documentary and other taxes, excluding (1) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business”, (2) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (3) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 12.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 12.11 the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. All amounts due Any amount payable to the Administrative Agent or any Lender under this Section 10.04 shall be paid within ten (10) bear interest from the second Business Days Day following the date of receipt by demand for payment at the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. 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 discretionDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative each Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication, negotiation and execution and delivery of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdictionCosts, and (b) to pay or reimburse the Administrative Agent, the Arrangers each Agent and each Lender for all reasonable out-of-pocket costs and expenses (without duplication of amounts required to be paid or reimbursed pursuant to Section 3.01) incurred in connection with the enforcement 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 Attorney Costs of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction)Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording and recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative AgentAgent and the reasonable cost of independent public accountants and other outside experts retained by any Agent or any Lender. All amounts due under this Section 11.04 shall be payable within twenty days after written demand therefor. 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 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative any Agent or any Lender, in its sole discretion; provided that prior to any payment of any such amount by any Agent or Lender on behalf of any Loan Party, such Agent or Lender shall give notice to such Loan Party.