Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower 15.4.1 The Company shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable and documented out of pocket expenses (without duplication) incurred by Administrative Agent and its Affiliates (including the Lenders, which in the case of legal fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related shall be limited to the Platform reasonable and documented fees, charges and disbursements of one firm or counsel in connection with the issuance of CUSIP numbersstructuring, arrangement and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) as well as the preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents, Documents or any amendmentswaiver, modifications, amendments or waivers modifications of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable out-of-pocket expenses incurred by any Lender, which in the case of legal fees shall be limited to the reasonable and documented or on behalf invoiced out-of-pocket fees, expenses, disbursements and other charges of a single firm of counsel for the Lenders, taken as a whole and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Lenders affected by such conflict notifies the Company of any Lender Party (including fees existence of such conflict and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation investigating, responding to or defending any of any the foregoing has retained its own counsel, of one other firm of counsel for such affected Person in each appropriate jurisdiction)), in connection with the enforcement or protection of its rights under in connection with the Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section)Section 15.4.1, or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees and expenses limited, in the case of attorneys that are not employees of any Lender Party or its Affiliateslegal counsel, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and of a single local counsel to the Administrative Agent and its Affiliates (taken as a whole) in connection with the issuance of CUSIP numberseach relevant material jurisdiction), and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents, or Investment Documents and (B) any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) or the filing, recording, refiling administration of this Agreement and re-recording of any Loan the other Investment Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or on behalf of any Lender Party (including fees but limited, in the case of legal counsel, to the reasonable and expenses documented out-of-pocket fees, charges and disbursements of attorneys that are not employees one primary counsel for the Administrative Agent and the Lenders (taken as a whole), and, of any Lender Party a single local counsel to the Administrative Agent and the Lenders (taken as a whole) in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its Affiliatesown counsel, consultantsof one additional primary firm of counsel for all such affected parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each relevant material jurisdiction)), reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any other Investment Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Borrowers shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees limited, in the case of fees, charges and expenses disbursements for legal counsel, to the reasonable and documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or one external counsel for the Administrative Agent and its Affiliates, consultants, reserve engineers, accountantstaken as a whole, and other advisorsof one local counsel in each applicable jurisdiction for the Administrative Agent and its Affiliates, travel coststaken as a whole), expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by or on behalf the Administrative Agent , the L/C Issuer and the Lenders (limited, in the case of fees, charges and disbursements for legal counsel, to the reasonable and documented fees, charges and disbursements of one external counsel for all such Persons, taken as a whole, and of one local counsel in each applicable jurisdiction for all such Persons, taken as a whole, and in the event of any Lender Party (including fees and expenses conflict of attorneys that are not employees interest, one additional external counsel to all similarly situated affected parties, taken as a whole), in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay pay, or cause to be paid, (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket fees and expenses incurred by the Administrative Agent Agent, the Arranger and its their respective Affiliates (including fees but not limited to (a) the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of one outside legal counsel for the Administrative Agent and, if reasonably deemed necessary by the Administrative Agent or Arranger, one local counsel retained in any Lender Party or its Affiliatesmaterial jurisdiction and (b) due diligence expenses), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modificationsamendments and restatements, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) reasonable out of pocket expenses incurred by each L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentdemand for payment thereunder, and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party and any L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket and documented out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to one primary outside counsel for the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out‑of‑pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket reasonable and documented out‑of‑pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the reasonable and expenses documented fees, charges, disbursements and other charges of attorneys that are not employees (i) one primary outside counsel and one additional local counsel in each relevant jurisdiction for the Administrative Agent, (ii) one additional primary counsel, and one additional counsel in each relevant jurisdiction, for all other Indemnitees (taken as a whole) and (iii) solely in the case of an actual or potential conflict of interest, as determined by the affected Indemnitees, one additional counsel in each relevant jurisdiction to the affected Indemnitees (similarly situated taken as a whole)), any Lender Party or any L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket reasonable and documented out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent in each relevant jurisdiction,), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent, Syndication Agent, Bookrunners, Lead Arrangers or on behalf of any Lender Party (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees counsel for the Administrative Agent and the Lenders), in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that in the case of charges of outside counsel, such payment shall be limited to the fees, disbursements and other charges of (x) one transaction counsel, (y) if reasonably necessary (as determined by the Administrative Agent), one local counsel in each relevant jurisdiction and (z) if reasonably necessary (as determined by the Administrative Agent), regulatory and specialist counsel (and, in each case, in the case of an actual or a potential conflict of interest, (A) one additional counsel for each affected person (or group of persons) and (B) if necessary, one local, regulatory and/or specialist counsel for each affected person (or group of persons) in any relevant jurisdiction.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees including, but not limited to, the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or (x) one counsel for the Administrative Agent and its Affiliates and (y) one counsel for the Lenders and their respective Affiliates, consultantstaken as a whole, reserve engineersand, accountantsif necessary, one local counsel for the Administrative Agent, the Lenders and other advisorstheir respective Affiliates in each relevant jurisdiction and (B) due diligence expenses), travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuers in connection with the issuance, recordingamendment, refiling and re-recording extension, reinstatement or renewal of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are one counsel for the Administrative Agent, one counsel for the Lenders and L/C Issuers if not employees the Administrative Agent or a Lender, taken as a whole, and, if necessary, one local counsel for the Administrative Agent, Lenders and L/C Issuers in each relevant jurisdiction), in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower Each Loan Party shall promptly jointly and severally pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including (a) the reasonable fees, charges and disbursements of counsel for Administrative Agent; (b) fees and expenses charges of attorneys that are not employees of any Lender Party or its Affiliateseach consultant, consultants, reserve engineers, accountantsinspector, and other advisorsengineer; (c) appraisal, travel re appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, expenses related to the Platform including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by Administrative Agent, any Lender or on behalf L/C Issuer (including the reasonable fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for Administrative Agent, any Lender Party or L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountantsone primary counsel for the Administrative Agent, and other advisors, travel costs, expenses related to any local counsel and any regulatory counsel reasonably required in the Platform and in connection with sole opinion of the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out of pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the L/C Issuer (including the fees, charges and disbursements of (A) one primary counsel and one local counsel for the Administrative Agent, any Lender or the L/C Issuer and (B), in the case of an actual or perceived conflict of interest, one conflicts counsel to all such affected Persons, taken as a whole), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower shall promptly The Borrowers jointly and severally agree to pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or in the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, modifications or waivers of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), (3) including the filingreasonable fees, recordingcharges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, refiling counsel for the Administrative Agent and rethe Arrangers, and, if necessary, the reasonable fees, charges and documented out-recording of-pocket expenses and disbursements of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentone local counsel per jurisdiction, and (iiiii) all out of out-of-pocket expenses (including Other Taxes) incurred by or on behalf of the Agents and any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement or protection of any their rights under in connection with this Agreement and the other Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the fees, charges and disbursements of counsel for the Agents or, after any workoutEvent of Default under Section 8.01(b), restructuring (c), (h) (with respect to the Borrowers) or negotiations (i) (with respect to the Borrowers), counsel for the Lenders (in respect of such Loanseach case including any special and local counsel).

Costs and Expenses. Borrower The Credit Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, its Affiliates and the Joint Lead Arrangers (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesthe Joint Lead Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Documents, Credit Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Credit Agreement and the preservation of any other Credit Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (without duplication of other amounts required to be paid by Borrower hereunder): (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by or on behalf the Administrative Agent, any L/C Issuer or, during the continuance of an Event of Default, the Lenders (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or any L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party L/C Issuer or, during the continuance of any Event of Default, any Lender, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Agent, the Syndication Agent, any Arranger and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent, consultantsthe Syndication Agent and the Arrangers, reserve engineerswhich shall be limited to one special counsel to all such parties and, accountantswhere appropriate, and other advisorsone local counsel in each applicable jurisdiction), travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent or on behalf any Lender, which shall be limited to one special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction and one additional counsel for each party for whom such joint representation results in a conflict of any Lender Party (including fees and expenses interest, in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Without limiting the provisions of Section 3.01(c) and (d), this Section 10.04(a) shall not apply with respect to Taxes (including Taxes covered by Section 3.01) other than in respect of a non-Tax claim.

Costs and Expenses. Borrower The Loan Parties shall promptly pay pay: (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent and its Affiliates taken as a whole and one (1) local counsel); (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, (3) the filingamendment, recording, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder; and (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, disbursements and other charges of one (1) counsel to the Administrative Agent, the Lenders and the L/C Issuer (taken as a whole) and one (1) local counsel and, solely in the case of any Lender Party actual or potential conflict, one (including fees 1) additional counsel in each necessary and expenses relevant jurisdiction for each of attorneys that are not employees of the Administrative Agent, any Lender Party or the L/C Issuer or any group thereof that is similarly situated (taken as a whole), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone counsel for the Administrative Agent and the Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or on behalf any Lender (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, the Arrangers, the Syndication Agents and the Documentation Agents and one local counsel in each jurisdiction of organization of any Lender Loan Party but only so long as such jurisdiction is different from the jurisdiction of organization of the Borrower (including fees and expenses such jurisdiction, the “Applicable Jurisdiction”)(and, in the case of attorneys that are not employees an actual or perceived conflict of any Lender Party or interest where the Administrative Agent and/or its Affiliates, consultantsthe Arrangers, reserve engineersthe Syndication Agents and/or the Documentation Agents affected by such conflict has retained its own counsel, accountants, of another law firm acting as counsel for such Person and other advisors, travel costs, court costs, and miscellaneous expensesanother local counsel in each Applicable Jurisdiction)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Issuer shall promptly pay (i) all transferreasonable and documented out-of-pocket fees, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect and disbursements of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses legal counsel incurred by Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan DocumentsNote Documents and the Equity Issuance Documents by the Agent, any Purchaser and their respective Affiliates, (B) all out-of-pocket expenses incurred by the Agent or any Purchaser (in the case of legal fees, limited to reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Agent, one outside counsel for the Purchasers, one regulatory counsel and one local counsel in each relevant jurisdiction, in each case, selected by the Purchasers, to the Agent and the Purchasers, collectively (and, in the case of an actual or perceived conflict of interest where the Agent or any Purchaser affected by such conflict informs the Issuer of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Person)) in connection with any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) or the filing, recording, refiling and re-recording administration of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and the other Note Documents and (iii) all out of out-of-pocket expenses incurred by the Agent or on behalf any Purchaser (in the case of legal fees, limited to reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Agent, one outside counsel for the Purchasers, one regulatory counsel and one local counsel in each relevant jurisdiction, in each case, selected by the Purchasers, to the Agent and the Purchasers, collectively (and, in the case of an actual or perceived conflict of interest where the Agent or any Lender Party (including fees Purchaser affected by such conflict informs the Issuer of such conflict and expenses thereafter retains its own counsel, another firm of attorneys that are not employees counsel for any such affected Person)) in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any other Note Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans Notes made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansNotes.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of (A) one primary counsel for the Administrative Agent, the Arrangers any Lender or the L/C Issuer, taken together, (B) to the extent reasonably necessary, one local counsel in each relevant jurisdiction, (C) to the extent reasonably necessary, one special or regulatory counsel in each relevant specialty and (D) in the case of any Lender Party actual or perceived conflict of interest with respect to any of the counsel identified in clauses (including fees and expenses A) through (C) above, one additional counsel to each group of attorneys that are not employees affected Persons similarly situated, taken as a whole (which in the case of any Lender Party clause (B) shall allow for up to one additional counsel in each relevant jurisdiction)), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees and expenses limited, in the case of attorneys that are not employees of any Lender Party or its Affiliateslegal counsel, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent and of a single local counsel to the Administrative Agent and its Affiliates (taken as a whole) in connection with the issuance of CUSIP numberseach relevant material jurisdiction), and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2A) the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents, or Documents and (B) any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) or the filing, recording, refiling administration of this Agreement and re-recording of any the other Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or on behalf of any Lender Party (including fees but limited, in the case of legal counsel, to the reasonable and expenses documented out-of-pocket fees, charges and disbursements of attorneys that are not employees one primary counsel for the Administrative Agent and the Lenders (taken as a whole), and, of any Lender Party a single local counsel to the Administrative Agent and the Lenders (taken as a whole) in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its Affiliatesown counsel, consultantsof one additional primary firm of counsel for all such affected parties (taken as a whole) and one additional firm of counsel for all such affected parties (taken as a whole) in each relevant material jurisdiction)), reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Parent and the Borrowers shall promptly jointly and severally pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Mine Collateral Agent and its their Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its AffiliatesXxxxx Xxxxx LLP, consultants, reserve engineers, accountantscounsel for the Administrative Agent, and other advisorsof local counsel, travel costsif any, expenses related to who may be retained by or on behalf of the Platform and Administrative Agent, the Collateral Agent or the Mine Collateral Agent, as the case may be), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinFacilities, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendmentsamendment, modifications, modification or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment or on behalf extension of any Letter of Credit or any demand for payment thereunder, the Administrative Agent, the Collateral Agent, the Mine Collateral Agent or any Lender Party or any Issuing Bank (including fees the fees, charges and expenses of attorneys that are not employees disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Mine Collateral Agent or any Lender) any Lender Party or any Issuing Bank), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, Section 9.3 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower shall promptly The Borrowers shall, jointly and severally, pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel (and appropriate local counsel) for the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesthe Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable and documented out of pocket expenses incurred by each L/C Issuer in connection with the issuance, amendment, renewal or on behalf extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, any Lender Party or any L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountantsone counsel for the Administrative Agent and the Arrangers, and other advisorsone additional counsel for the Lenders and the L/C Issuers, travel coststaken together, court costsabsent a conflict of interest (or in the case of a conflict of interest, one additional counsel), and miscellaneous expenses) any necessary local or foreign counsel (limited to one or, in the case of a conflict of interest, two such local and foreign counsel in each jurisdiction)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingIssuing Lenders in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by or on behalf of any the Administrative Agent, each Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) the Issuing Lenders in connection with the enforcement or preservation of any rights under the Loan Documents(including, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section)without limitation, or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or related negotiations in respect of any Loans or Letters of Credit) (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including, without limitation, the fees and disbursements of counsel to the Administrative Agent, each Lender and the Issuing Lenders; provided that, so long as no Default or Event of Default exists, such Loansreimbursement for legal fees and disbursements shall be limited to the fees and disbursements of one primary counsel designated by the Administrative Agent plus the fees and disbursements of any local and specialist counsel engaged by the Administrative Agent.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lead Arrangers and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees counsel for the Administrative Agent, the Collateral Agent, Bank of any Lender Party or its AffiliatesAmerica and MLPFS), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersadministration, syndication and other miscellaneous expenses) in connection with (1) the syndication closing of the credit facilities provided for herein, (2) the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Documents, Credit Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuers in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or on behalf any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender Party (including or any L/C Issuer), and all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Collateral Agent, any Lender Party or any L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Credit Agreement and the preservation of any other Credit Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one firm of outside counsel for such Persons, one local or special counsel to such Persons in any Lender Party or its Affiliatesrelevant jurisdiction and one regulatory counsel), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, [reserved] and (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or on behalf any Lender, which, in the case of any Lender Party (including fees Lender, other than the Administrative Agent and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultantsshall be limited to one firm of outside counsel for all such Lenders, reserve engineersone local or special counsel to such Persons in any relevant jurisdiction and one regulatory counsel (and, accountantsin the case, of an actual or perceived conflict of interest, one additional counsel for all such similarly affected persons, one additional local or special counsel for all such similarly affected persons and other advisorsone regulatory counsel for all such similarly affected persons) (including the reasonable and documented fees, travel costs, court costs, charges and miscellaneous expensesdisbursements of counsel) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Ultimate Parent will, or will cause the Borrower shall promptly to, and Intermediate Parent, the Borrower and each other Loan Party will, pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates (including fees the Arrangers, which shall be limited to Cravath, Swaine & Xxxxx LLP and expenses one local counsel in each of attorneys that are not employees Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent or the Arrangers, each jurisdiction of organization of any Lender Party or its Affiliatesother Loan Party), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersstructuring, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinarrangement, (2) the syndication, preparation, negotiation, execution, delivery and administration of the Commitment Letter, the Fee Letters, this Agreement and the other Loan Documents, or Documents and the credit facilities provided for herein and any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates and the Lenders (including the reasonable fees, disbursements and other charges of counsel, which shall be limited to one primary counsel and one local counsel in each of Ireland, Luxembourg and, if deemed reasonably necessary by the Administrative Agent, the Arrangers or on behalf the Lenders, each jurisdiction of organization of any Lender other Loan Party (including fees and, solely in the case of an actual or perceived conflict of interest, one additional counsel (and expenses one additional local counsel in each such jurisdiction) to each group of attorneys affected parties that are not employees of any Lender Party or its Affiliatessimilarly situated, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (Ataken as a whole) in connection with the preservation enforcement or protection of any their respective rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with this Agreement and the Loans made hereunderother Loan Documents and the credit facilities provided for herein, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansits rights under this Section.

Costs and Expenses. Borrower The Credit Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented out-of-pocket fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to a single counsel for the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Credit Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingIssuing Bank in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the Issuing Bank (including fees the reasonable out-of-pocket fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesa single counsel for the Administrative Agent, consultantsthe Lenders and the Issuing Bank, reserve engineers, accountantstaken as a whole, and other advisorsone counsel in each relevant local jurisdiction and one counsel in each relevant specialty area to the extent deemed reasonably necessary by the Administrative Agent and, travel costsin the event of an actual or perceived conflict of interest among the Administrative Agent, court coststhe Lenders and the Issuing Bank, and miscellaneous expensesadditional counsel to the affected parties) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any other Credit Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket and documented out‑of‑pocket expenses incurred by the Administrative Agent, the Arrangers, the Documentation Agents, the Syndication Agent and its each of their respective Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one firm of any Lender Party or its Affiliatescounsel (and one firm of local counsel in each applicable jurisdiction) for the foregoing), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities facility provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out‑of‑pocket expenses incurred by any Issuing Lender in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Issuing Lender or on behalf any Lender (including the reasonable fees, charges and disbursements of one firm of counsel (and one firm of local counsel in each applicable jurisdiction) for the Administrative Agent, the Issuing Lenders and the Lenders and of any Lender Party separate counsel (including fees and expenses of attorneys local counsel) that are not employees may be required in light of any Lender Party conflicting interests among the foregoing parties) in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly agrees to pay within thirty days of receipt of a reasonably detailed invoice therefor (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (iia) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including fees costs and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and Administrative Agent in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery delivery, administration, modification and administration amendment of this Agreement Agreement, the Notes, and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof Credit Documents (whether or not effective) including, without limitation, the transactions contemplated hereby or thereby shall be consummated)reasonable, (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including documented fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses of one firm as outside counsel for the Administrative Agent (and as the Administrative Agent may require, a single firm of local counsel in each jurisdiction in which any Collateral (if any) resides) and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and (b) all reasonable and documented out-of-pocket costs and expenses, if any, of the Administrative Agent, each Issuing Bank and each Lender (including, without limitation, reasonable and documented outside counsel fees and expenses of (i) one firm as outside counsel for the Administrative Agent, (ii) one firm of outside counsel for Issuing Banks and Lenders, taken as a whole, (iii) a single firm of local counsel in each jurisdiction in which any Collateral resides for the Administrative Agent and the Lenders, taken as a whole and (iv) in the case of an actual or perceived conflict of interest where the party affected by such conflict notifies the Borrower that such a conflict exists and retains its own counsel, by another firm of counsel for such affected party) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, and the other Credit Documents after the occurrence and during the continuance of an Event of Default; provided that, all amounts owing under clause (a) and incurred during any workout, restructuring or negotiations prior to the Effective Date shall be paid on the Effective Date to the extent provided in respect of such LoansSection 3.01(d).

Costs and Expenses. (a) The Borrower shall promptly agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all transferdue diligence, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by Administrative Agent and its Affiliates syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of attorneys that are not employees counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any Lender Party or its Affiliates(including, consultantswithout limitation, reserve engineersreasonable counsel fees and expenses), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersenforcement (whether through negotiations, and other miscellaneous expenseslegal proceedings or otherwise) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement Agreement, the Notes and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Documentdelivered hereunder, (4) any action reasonably required in the course of administration hereofincluding, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentwithout limitation, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including reasonable fees and expenses of attorneys that are not employees of any counsel for the Agent and each Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement of rights under this Section 8.04(a), provided that in the case of any rights under the Loan Documentsenforcement of this Agreement, the exercise or enforcement of any rights or remedies under Notes and the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made other documents to be delivered hereunder, including the Agent and the Lenders shall retain one counsel at the expense of the Borrower, provided further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent all the Lenders, then each Lender with such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect a conflict of such Loansinterest shall be entitled to retain its own counsel at the expense of the Borrower.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesa single counsel for the Administrative Agent and a single local counsel to Administrative Agent in each applicable jurisdiction), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingLC Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the LC Issuer (including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent, all Lenders and the LC Issuer and a single local counsel to all such Persons in each applicable jurisdiction), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the LC Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger, and its their respective Affiliates (including fees and expenses limited, in the case of attorneys that are not employees of any Lender Party or its Affiliateslegal expenses, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform legal reasonable fees, charges and disbursements of one primary counsel to all such Persons and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions)), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable out-of-pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesthe Administrative Agent, consultants, reserve engineers, accountantsthe Arranger, and other advisorsthe Lenders (limited, travel costsin the case of legal expenses, court coststo one primary counsel to the Administrative Agent, Arrangers and miscellaneous expensesLenders to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where any such Person affected by such conflict informs the Borrower of such conflict, of a single additional firm of counsel in each relevant jurisdiction for all similarly situated affected Persons) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Company shall promptly pay reimburse from time to time on demand (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket fees and expenses incurred by by, without duplication, the Administrative Agent and its their respective Affiliates (including fees and expenses in the case of attorneys that are not employees of any Lender Party or its Affiliatesfees, consultants, reserve engineers, accountants, disbursements and other advisorscharges of counsel, travel costs, expenses related limited to the Platform reasonable fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders (taken together) and, if reasonably necessary, one local counsel in any relevant jurisdiction) incurred in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable and documented out-of-pocket expenses incurred by or on behalf the Administrative Agent, the L/C Issuers and the Lenders (in the case of any Lender Party (including fees fees, disbursements and expenses charges of attorneys that are not employees of any Lender Party or its Affiliatescounsel, consultantslimited to the reasonable and documented fees, reserve engineers, accountants, disbursements and other advisorscharges of one counsel to such parties, travel coststaken together (and, court costsif reasonably necessary, and miscellaneous expensesone local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for all affected parties, taken together)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 10.04, or (B) in connection with the Loans or Letters of Credit made or issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or the Company’s obligations in respect of Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or reasonable and documented out-of-pocket legal and other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Agents and their respective Affiliates and the Collateral Agent (including the reasonable and documented fees, charges and disbursements of a single counsel for the Agents and the Arrangers, a single local counsel in each relevant jurisdiction and any special counsel reasonably deemed necessary by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesa separate counsel for the Collateral Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, due diligence, negotiation, execution, delivery delivery, administration and administration enforcement of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of pocket expenses incurred by or on behalf of any Lender Party (including fees reasonable and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket legal and other expenses (including the cost of any investigation or preparation) incurred during by any workoutAgent or any Lender or Collateral Agent (including the reasonable fees, restructuring charges and disbursements of any counsel for any Agent or negotiations any Lender, limited to one firm of counsel for all Indemnitees (as defined below), taken as a whole, and if necessary, by a single firm of local counsel in respect each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the indemnified party affected by such conflict notifies the Borrower of the existence of such Loans.conflict, of another firm of counsel for such affected Indemnitees and local counsel for the conflicted party and a separate counsel for the Collateral Agent), in connection with the enforcement or protection of its rights

Costs and Expenses. (a) The Borrower shall promptly agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, (iA) all transferdue diligence, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by Administrative Agent and its Affiliates syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and expenses of attorneys that are not employees counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any Lender Party or its Affiliates(including, consultantswithout limitation, reserve engineersreasonable counsel fees and expenses), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersenforcement (whether through negotiations, and other miscellaneous expenseslegal proceedings or otherwise) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement Agreement, the Notes and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Documentdelivered hereunder, (4) any action reasonably required in the course of administration hereofincluding, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentwithout limitation, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including reasonable fees and expenses of attorneys that are not employees of any counsel for the Agent and each Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement of rights under this Section 8.04(a), provided that in the case of any rights under the Loan Documentsenforcement of this Agreement, the exercise or enforcement of any rights or remedies under Notes and the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made other documents to be delivered hereunder, including the Agent and the Lenders shall retain one counsel at the expense of the Borrower, provided, further, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent all the Lenders, then each Lender with such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect a conflict of such Loansinterest shall be entitled to retain its own counsel at the expense of the Borrower.

Costs and Expenses. Borrower shall promptly The Borrowers shall, within 30 days following written demand therefor, pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees and expenses charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone lead counsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not thereof; provided that the transactions contemplated hereby or thereby Borrowers shall be consummated)required to pay only the legal fees and expenses of one corporate counsel, one special counsel, (3if required and/or necessary and identified to the Partnership in advance) one local counsel in each relevant material jurisdiction and one conflicts counsel of the filingAdministrative Agent and the Arrangers in connection with the Loan Documents, recording(ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, refiling and re-recording amendment, renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or any L/C Issuer) in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit, but limited to one counsel for all such Persons, taken as a whole and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single counsel acting in multiple jurisdictions) for all such Persons, taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons.

Costs and Expenses. Borrower The Company shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatessingle counsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the L/C Issuer (including which in the case of legal fees and expenses shall be limited to those of a single counsel to the Administrative Agent, the Lenders and the L/C Issuer, taken as a whole, in each relevant jurisdiction and, in the case of a bona fide conflict of interest, one additional legal counsel per class of similarly situated affected parties in each relevant jurisdiction), and shall pay all fees and time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Borrowers shall promptly jointly and severally pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent Agent, the Syndication Agent, any Arranger and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent, consultantsthe Syndication Agent and the Arrangers, reserve engineerswhich shall be limited to one special counsel to all such parties and, accountantswhere appropriate, and other advisorsone local counsel in each applicable 166 jurisdiction), travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party (including fees and expenses or the L/C Issuer, which shall be limited to one special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction, in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent and the Collateral Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersadministration, syndication and other miscellaneous expenses) in connection with (1) the syndication closing of the credit facilities provided for herein, (2) the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Documents, Credit Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender Party (including or the L/C Issuer), and all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Collateral Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Credit Agreement and the preservation of any other Credit Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultantsincluding the reasonable fees, reserve engineerscharges and disbursements of counsel for the Administrative Agent, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numberssyndication and distribution (including, and other miscellaneous expenseswithout limitation, via the internet or through a service such as Intralinks) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the any other Loan Documents, Document or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any Issuing Lenders in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or on behalf any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender Party (including fees and expenses of attorneys that are not employees of or any Lender Party or its AffiliatesLender, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket of‑pocket expenses incurred during in connection with any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with (i) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and (ii) forwarding loan proceeds, collecting checks and other items of payment.

Costs and Expenses. Borrower The Borrowers shall promptly jointly and severally pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented out-of-pocket fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone outside counsel for the Administrative Agent and, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and extent necessary, one local counsel in each relevant jurisdiction (in each case, excluding allocated costs of internal counsel)), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of outside counsel for the Administrative Agent, any Lender Party or its Affiliatesthe L/C Issuer (which shall be limited to one counsel to the Administrative Agent, consultants, reserve engineers, accountantsLenders, and other advisorsthe L/C Issuer, travel costs, court coststaken as a whole, and miscellaneous expenses) one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Administrative Agent, Lenders and the L/C Issuer taken as a whole and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the similarly situated Persons taken as a whole)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by (A) Lenders party to this Agreement on the date hereof and (B) the Administrative Agent Agent, including the fees, charges and its Affiliates (disbursements of counsel for the Lenders, including fees local and expenses of attorneys that are not employees foreign counsel, if any, which may be retained by or on behalf of any Lender Party or its Affiliates, consultants, reserve engineers, accountantsLender, and other advisorscounsel for the Administrative Agent, travel costs, and due diligence expenses related to the Platform and incurred by such Lenders in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent or on behalf any Lender (including the fees, charges, legal expenses and disbursements of any Lender Party (including counsel for the Administrative Agent or any Lender), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent or any Lender Party Lender, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, workout or restructuring (whether or not consummated) or negotiations in respect of such LoansLoans or in connection with the enforcement of any Obligations. The Borrower further agrees to pay, and to hold each Lender harmless from all liability for, any Other Taxes.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and each of their Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesthe Joint Lead Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Joint Lead Arrangers, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Joint Lead Arrangers, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transferexcept as provided in Section 10.06(b)(iv), stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative the Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and Agreement, the other Loan Documents, the Collateral Documents and the Intercreditor Agreement or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Agent, any Lender Party or the L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement, the preservation of any rights under the other Loan Documents, the exercise or enforcement of any Collateral Documents and the Intercreditor Agreement, including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower Prologis shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (iia) all reasonable out of and documented out-of-pocket expenses incurred by Administrative any Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for such Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1x) the syndication of the credit facilities provided for herein, (2) herein and the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan DocumentsDocuments and (y) any amendment, modification or any amendments, modifications, or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that Prologis shall have no liability under clause (x) for any fees, (3) the filing, recording, refiling and re-recording charges or disbursements of any Loan Documents counsel other than Xxxxxx and Xxxxx, LLP, Xxxxxxxx Chance and any other documents or instruments or further assurances required counsel selected by the applicable Agent and approved by Prologis (such approval not to be filed unreasonably withheld or recorded or refiled or re- recorded by the terms of any Loan Document, (4delayed) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiib) all out of reasonable and documented out-of-pocket expenses incurred by any Agent, any Lender or on behalf any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for any Agent, any Lender Party (including or any L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of any Agent, any Lender Party or any L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (Ai) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (Bii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loansarising hereunder.

Costs and Expenses. Borrower shall promptly The Borrowers jointly and severally agree to pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or in the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, modifications or waivers of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), (3) including the filingreasonable fees, recordingcharges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, refiling counsel for the Administrative Agent and rethe Arrangers, and, if necessary, the reasonable fees, charges and documented out-recording of-pocket expenses and disbursements of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentone local counsel per jurisdiction, and (iiiii) all out of out-of-pocket expenses (including Other Taxes) incurred by or on behalf of the Agents and any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement or protection of any their rights under in connection with this Agreement and the other Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the fees, charges and disbursements of counsel for the Agents or, after any workoutEvent of Default under Section 8.01(b), restructuring (c), (h) (with respect to the Borrowers) or negotiations (i) (with respect to the Borrowers), counsel for the Lenders (in respect of such Loanseach case including any special and local counsel).

Costs and Expenses. The Borrower shall promptly pay or reimburse (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its the Lead Arrangers and their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone counsel (together with one local counsel, consultantsif necessary, reserve engineersin each relevant jurisdiction for the Lead Arrangers and the Administrative Agent)), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities Facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers (including proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, the Collateral Agent, any Lender Party or the L/C Issuer and their respective Affiliates (including including, without limitation, the reasonable fees and expenses disbursements of attorneys that are not employees one counsel (together with one local counsel, if necessary, in each relevant jurisdiction and another counsel if an actual conflict of any Lender Party interest exists among the Administrative Agent, the Collateral Agent, the L/C Issuer, the Lenders and their respective Affiliates) for the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer and their respective Affiliates taken together), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees including, but not limited to, (A) the reasonable fees, charges and expenses disbursements of attorneys that are not employees one (1) counsel (and one (1) special counsel or one (1) local counsel in any relevant jurisdiction and, in the case of any Lender Party an actual or potential conflict of interest, one (1) additional counsel of each group of similarly situated affected persons subject to such conflict) for the Administrative Agent and its AffiliatesAffiliates and (B) due diligence expenses), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording extension, reinstatement or renewal of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or the L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Arranger, the Administrative Agent and its their respective Affiliates (including the reasonable and documented or invoiced fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesone counsel per relevant jurisdiction for the Arranger and the Administrative Agent and one local counsel per relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) and one special counsel, consultantsincluding special regulatory counsel, reserve engineersper relevant jurisdiction), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance Transactions and the contemplated use of CUSIP numbers, proceeds thereof and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or Documents and any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions or the other transactions contemplated hereby or thereby shall be consummated)) and any ancillary documents in connection therewith, (3ii) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, [reserved] and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent or on behalf of any Lender Party (including the fees and expenses of attorneys that are not employees any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any other Loan Documents and the Transactions, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or Section and (B) in connection with the Loans made hereunderTerm Loan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Term Loan. The Borrower acknowledges that the Administrative Agent or the Arranger may receive a benefit, including without limitation, a discount, credit or other accommodation, from counsel based on the fees such Loanscounsel may receive on account of their relationship with the Administrative Agent or the Arranger.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative Agent the Agents and its each of their respective Affiliates (including fees the actual, reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one counsel for the Agents, taken as a whole, and, solely in the case of a conflict of interest, one additional counsel for each group of similarly affected Persons taken as a whole (and, if reasonably necessary, of one local counsel in any Lender Party relevant material jurisdiction or its Affiliatesone special counsel in any relevant area of expertise for all such similarly affected Persons taken as a whole)), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities Facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentdemand for payment thereunder, and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or any L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and its the other Agents and their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its AffiliatesXxxxxx Xxxxxx & Xxxxxxx LLP, consultantsas counsel for the Arrangers, reserve engineersthe Administrative Agent and the other Agents, accountants, and other advisors, travel costs, expenses related one counsel for General Electric Capital Corporation to the Platform extent incurred prior to the Closing, one regulatory counsel and one local counsel in each applicable jurisdiction), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or the L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative Agent) and shall pay all fees and expenses of time charges and disbursements for attorneys that are not who may be employees of any Lender Party or its AffiliatesAdministrative Agent, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or on behalf extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out of pocket expenses incurred by Administrative Agent, any Lender Party or the L/C Issuer (including the fees, charges and disbursements of any counsel for Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-reasonable out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Borrowers shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates and the Arrangers (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent and the Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, each Lender, the L/C Issuer, the Swing Line Lender or on behalf the Arrangers (including the fees, charges and disbursements of any Lender Party (including fees and expenses counsel for the Administrative Agent, the Lenders, the Swing Line Lender, the L/C Issuer or the Arrangers), in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided, however, that in the case of clause (i), (ii) and (iii) above, all costs and expenses of legal counsel shall be limited to one counsel for the Administrative Agent and one counsel for the Lenders and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of any Lender, representation of all such Lenders would be inappropriate due to the existence of an actual or potential conflict of interest.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative each Agent and its Affiliates any Affiliate thereof (including fees which, in the case of counsel, shall be limited to the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountantsone primary outside counsel, and other advisorsone local counsel in each applicable jurisdiction, travel costs, expenses related to for the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by any Agent, any Issuing Lender or any Lender (which, in the case of counsel, shall be limited to the reasonable fees, charges and disbursements of one primary outside counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent and one outside counsel, and one local counsel in each applicable jurisdiction, for the Lenders taken as a group (unless there is an actual or perceived conflict of interest in which case each such other Lender may retain its own counsel)) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iv) all reasonable costs, expenses, taxes, assessments and other similar charges incurred in connection with any filing, registration, recording or perfection of such Loansany security interest contemplated by any Security Document or any other document referred to therein.

Costs and Expenses. Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone primary counsel for Administrative Agent and one local counsel for Administrative Agent in each applicable jurisdiction), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingIssuing Lender in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by Administrative Agent, any Lender or on behalf the Issuing Lender (including the fees, charges and disbursements of one primary counsel and of any special and local counsel for the Administrative Agent and the Issuing Lender Party (including fees and expenses one additional counsel for all Lenders and additional counsel in light of attorneys that are not employees actual or potential conflicts of any Lender Party interest or the availability of different claims or defenses), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative Agent the Initial Lenders, the Agents and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees (x) one primary firm of any Lender Party or its Affiliatescounsel for the Initial Lenders, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related (y) one primary firm of counsel to the Platform Agents and (z) one firm of local counsel to the Initial Lenders and the Agents in each applicable jurisdiction), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) (provided that the Loan Parties’ obligations under this clause (a)(i) in respect of such fees, (3) charges and disbursements of counsel in connection with the filingpreparation, recordingnegotiation, refiling execution and re-recording delivery of any this Agreement and the other Loan Documents Documents, and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by under Section 9 of the terms of any Loan DocumentNote Purchase Agreement, (4) any action reasonably required shall not exceed $300,000 in the course of administration hereof, or (5aggregate) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by or on behalf the Lenders, the Agents and their respective Affiliates (including the fees, charges and disbursements of any Lender Party (including fees counsel for the Lenders, the Agents and expenses their respective Affiliates), in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans; provided that nothing herein shall require any Loan Party to pay any of the foregoing in connection with a dispute solely among the Initial Lenders, the Agents and their respective Affiliates (other than such Loansdisputes involving claims against an Agent in its capacity as such) that does not involve an act or omission by the Borrower or any of its Subsidiaries.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, MLPF&S and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its AffiliatesMLPF&S), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, that, the fees and expenses of counsel of the Administrative Agent and MLPF&S payable under this clause (i) shall be limited to one primary counsel, one specialty counsel in each specialty, one local counsel in each local jurisdiction, and one or more conflicts counsels if one or more conflicts of interest arise, (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees one firm of any Lender Party or its Affiliatescounsel (and one local counsel in each applicable jurisdiction) for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingIssuing Lender in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Documentdemand for payment thereunder, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the Issuing Lender (including the fees, charges and disbursements of one firm of counsel for the Administrative Agent, any Lender or the Issuing Lender (and one local counsel in each applicable jurisdiction) and, in the event of any Lender Party (including fees and expenses conflict of attorneys that are not employees interest, one additional counsel of any Lender Party each type to each group of similarly affected parties hereunder) in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit or (C) in connection with the collection of Obligations. This Section 12.3(a) shall not apply with respect to Taxes other than any Taxes arising from any non-Tax claim.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, any Arranger, the Sustainability Structuring Agent and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent, consultantsthe Syndication Agent, reserve engineersthe Arrangers and the Sustainability Structuring Agent, accountantswhich shall be limited to one special counsel to all such parties and, and other advisorswhere appropriate, travel costsone local counsel in each applicable jurisdiction), expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party (including fees or any L/C Issuer, which shall be limited to one special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction and expenses one additional counsel for each party for whom such joint representation results in a conflict of attorneys that are not employees interest, in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or 150 Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Without limiting the provisions of Section 3.01(c) and (d), this Section 10.04(a) shall not apply with respect to Taxes (including Taxes covered by Section 3.01) other than in respect of a non-Tax claim.

Costs and Expenses. Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent and its Affiliates and the Lenders (including reasonable attorneys’ fees and expenses expenses, limited to one firm of attorneys that are not employees counsel, and, if necessary, a single local counsel in each appropriate jurisdiction, for each of any Lender Party or the (x) Agent and its Affiliates, consultants, reserve engineers, accountantsrespective Related Persons as a whole, and other advisors(y) the Lenders and their respective Related Persons as a whole (and, travel costsin the case of an actual or perceived conflict of interest where the Person affected by such conflict informs Borrower of such conflict and thereafter retains its own counsel, expenses related to the Platform and of another firm of counsel for such affected Person)), in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable and documented out-of-pocket expenses incurred by Agent or on behalf of any Lender Party (including fees and expenses in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunderTerm Loans, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans (including reasonable attorneys’ fees and expenses, limited to one firm of counsel, and, if necessary, a single local counsel in each appropriate jurisdiction for each of the (x) Agent and its respective Related Persons as a whole, and (y) the Lenders and their respective Related Persons as a whole (and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Person) (collectively, the “Lenders’ Expenses”).

Costs and Expenses. Borrower The Company shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket documented out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including fees limited, in the case of legal expenses, to the reasonable, documented fees, disbursements and expenses other charges of attorneys that are not employees of any Lender Party or one primary counsel (and one local counsel in each relevant jurisdiction) to the Administrative Agent and its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable documented out‑of‑pocket expenses (limited, in the filingcase of legal expenses, recordingto the reasonable, refiling documented fees, disbursements and re-recording other charges of a single external counsel to the L/C Issuer) incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket documented out‑of‑pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the L/C Issuer (including fees (and expenses limited to, in the case of attorneys that are not employees attorney’s fees) the fees, charges and disbursements of a single primary external counsel (and a single local counsel in each relevant jurisdiction) for the Administrative Agent, the Lenders and the L/C Issuer, and, solely in the case of an actual or potential conflict of interest, one additional legal counsel for the affected Lenders, as needed to address any Lender Party such actual or potential conflict of interest) in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Company shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone counsel for the Administrative Agent (and, consultantsif necessary, reserve engineersone local counsel in each applicable jurisdiction), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of- pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including the fees, charges and disbursements of one counsel for the Administrative Agent, the Lenders or the L/C Issuers and if necessary one local counsel in each applicable jurisdiction and one additional counsel for each affected party in the event of a conflict of interest), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or any L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower Each Loan Party shall promptly jointly and severally pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including (a) the reasonable fees, charges and disbursements of counsel for Administrative Agent; (b) fees and expenses charges of attorneys that are not employees of any Lender Party or its Affiliateseach consultant, consultants, reserve engineers, accountantsinspector, and other advisorsengineer; (c) uniform commercial code searches; (d) judgment and tax lien searches for Borrower and each Guarantor; (e) escrow fees; and (f) documentary taxes, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the initial syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by Administrative Agent, any Lender or on behalf L/C Issuer (including the reasonable fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for Administrative Agent, any Lender Party (only if a Default shall be in existence) or L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinherein as separately agreed to in writing, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit; provided, however, in no event shall Borrower pay or reimburse Administrative Agent, Lenders and L/C Issuer for more than one counsel (in the aggregate) at any time prior to an Event of Default hereunder.

Costs and Expenses. The Borrower shall promptly pay (i) all transferreasonable, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesno more than one counsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable, documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable, documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of no more than one counsel for the Administrative Agent, one counsel acting on the collective behalf of the Lenders and the L/C Issuer, necessary local counsel and additional counsel in the case of any conflict of interest), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender Party (including fees and expenses or the L/C Issuer, in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent the Lead Arrangers and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone counsel (together with one local counsel, consultantsif necessary, reserve engineersin each relevant jurisdiction for the Lead Arrangers)), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or the L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are not employees one counsel (together with one local counsel, if necessary, in each relevant jurisdiction and another counsel if an actual conflict of any Lender Party interest exists among the Administrative Agent, the L/C Issuer and the Lenders) for the Administrative Agent, the Lenders and the L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Each Borrower and each other Credit Party, jointly and severally (subject to the limitations of Section 11.22), shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates (including the reasonable fees, charges and disbursements of counsel, which shall be limited to the reasonable fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, McGuireWoods LLP and other advisors, travel costs, expenses related to the Platform and one local counsel in each applicable foreign jurisdiction) in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinCredit Facility, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out of pocket expenses incurred by the filingIssuing Lender in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or on behalf the Issuing Lender (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or the Issuing Lender), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone primary counsel and, consultantsas reasonably necessary, reserve engineersone local counsel in each relevant jurisdiction for the Administrative Agent and one specialty counsel in each relevant specialty for the Administrative Agent), accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Investment Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) or the filing, recording, refiling administration of this Agreement and re-recording of any Loan the other Investment Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent or on behalf of any Lender Party (including the fees, charges and disbursements of one primary counsel for the Administrative Agent and the Lenders and, as reasonably necessary, one local counsel for the Administrative Agent and the Lenders in any relevant jurisdiction and one specialty counsel in each relevant specialty for the Administrative Agent and the Lenders (and of such other counsel as necessary in the event of a conflict), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent or any Lender Party Lender, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any other Investment Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, Section 11.04 or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Subject to the provisions of the Fee Letters, the Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesa single counsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are not employees of a single counsel for the Administrative Agent, any Lender Party or any L/C Issuer, taken as a whole and, if reasonably required, one local and/or regulatory counsel as necessary in each appropriate jurisdiction and, solely in the case of a conflict of interest, one additional counsel to the affected Persons taken as a whole), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly agrees to pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out- of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), consummated)and (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent or on behalf any Lender (including the fees, charges and disbursements of any Lender Party (including fees and expenses counsel for the Administrative Agent or any Lender) in connection with the enforcement or protection of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the opinion of counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest.

Costs and Expenses. The Company and each Borrower (jointly and severally) shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights, including any audit fees incurred when conducting any audit of any Loan Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees one counsel for the Administrative Agent, and, if necessary, one firm of any Lender Party local or its Affiliatesregulatory counsel in each appropriate jurisdiction and special counsel for each relevant specialty, consultantsin each case for the Arrangers or the Administrative Agent and their affiliates (and, reserve engineersin the case of an actual or perceived conflict of interest, accountantswhere the Arranger or the Administrative Agent affected by such conflict informs you of such conflict, and other advisorsof another firm of counsel for such affected party)), travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or any L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and each of their Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesthe Joint Lead Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Joint Lead Arrangers, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Joint Lead Arrangers, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. 113

Costs and Expenses. Borrower The Company shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultantsincluding the reasonable fees, reserve engineerscharges and disbursements of a single counsel for the Administrative Agent and BofA Securities, accountantsInc., up to one local and other advisorsregulatory counsel in each applicable local jurisdiction in which such local or regulatory counsel is reasonably determined to be necessary by the Administrative Agent and one or more additional counsel if one or more conflicts of interest, travel costsor perceived conflicts of interest, expenses related to the Platform and arise, in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery preparation and administration of this Agreement and or the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingAdministrative Agent or any Lender, recordingincluding the reasonable fees, refiling charges and re-recording disbursements of any Loan Documents and counsel, for the Administrative Agent or any other documents Lender, in connection with the enforcement or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms protection of its rights in connection with any Loan Document, (4) any action reasonably required in the course of administration hereofincluding its rights under this Section, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation of any rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Without limiting the provisions of Section 2.17(c), this Section 11.03(a) shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses, advances, or disbursements arising from any non-Tax claim.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses actually incurred by the Administrative Agent, the Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent and its Affiliates the Arrangers (including fees and expenses of attorneys that are not employees of any Lender Party taken as a whole), (B) one local or its Affiliates, consultants, reserve engineers, accountantsforeign counsel in each relevant jurisdiction, and other advisors(C) any necessary special or regulatory counsel), travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of pocket expenses actually incurred by the Administrative Agent or on behalf any Lender (including the fees, charges and disbursements of (A) one counsel for the Administrative Agent and the Arrangers (taken as a whole), (B) one counsel for the Lenders, taken together, (C) one local or foreign counsel in each relevant jurisdiction, (D) one necessary special or regulatory counsel and (E) in the case of any Lender Party (including fees and expenses actual or perceived conflict of attorneys that are not employees interest with respect to any of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) the counsel identified in clauses (A) through (D) above, one additional counsel to each group of affected Persons similarly situated, taken as a whole (which in the case of clause (C) shall allow for up to one additional counsel in each relevant jurisdiction)), in connection with the enforcement or protection of its rights (x) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (By) in connection with the Loans made hereunder, including all such out-of-out of pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by Administrative Agent the Agents, Arrangers and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Agents and Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions Transaction contemplated hereby or thereby shall be consummated), and (3ii) the filing, recording, refiling and reall out-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded of-pocket expenses incurred by the terms Agents, Arrangers or any Lender (including fees, charges and disbursements of any Loan Documentcounsel, provided that, in the case of clause (B) below such out-of-pocket expenses shall include the fees, charges and disbursements of only (i) one common counsel, (4ii) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, one special counsel and (iii) all out of pocket expenses incurred by one local counsel in each relevant jurisdiction for the Agents, Arrangers or on behalf of any Lender Party (including fees provided, further, that each Agent, Arranger or Lender will have the right to retain separate counsel to represent such Agent, Arranger or Lender if and expenses to the extent the representation of attorneys that are not employees two or more Agents, Arrangers or Lenders by the same counsel would be inappropriate due to actual or potential differing interests between them and/or otherwise give rise to a conflict of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (Ainterest) in connection with (A) the preservation enforcement or protection of any its rights under in connection with this Agreement and the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementin connection with Loans made hereunder, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any consents, amendments, waivers, workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its Affiliates (including fees limited to (A) the reasonable fees, charges and expenses disbursements of attorneys that are not employees one primary counsel firm for the Administrative Agent and the Arranger and, if reasonably necessary (as determined by the Administrative Agent in good faith), one firm of any Lender Party or its Affiliateslocal counsel for the Administrative Agent and the Arranger in each appropriate jurisdiction and (B) due diligence expenses), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording extension, reinstatement or renewal of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or the L/C Issuer), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatesone counsel for the Administrative Agent and the Arrangers), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or on behalf any Lender (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative Agent, the Arrangers, the Syndication Agents, the Documentation Agents and the Lenders and one local counsel in each jurisdiction of organization of any Lender Loan Party but only so long as such jurisdiction is different from the jurisdiction of organization of the Borrower (including fees and expenses such jurisdiction, the “Applicable Jurisdiction”) (and, in the case of attorneys that are not employees an actual or perceived conflict of any Lender Party or interest where the Administrative Agent and/or its Affiliates, consultantsthe Arrangers, reserve engineersthe Syndication Agents, accountantsthe Documentation Agents and/or the Lenders affected by such conflict has retained its own counsel, of another law firm acting as counsel for such Person and other advisors, travel costs, court costs, and miscellaneous expensesanother local counsel in each Applicable Jurisdiction)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent and its their respective Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one counsel for the Administrative Agent and the Lead Arranger and, if necessary, one firm of any Lender Party or its Affiliateslocal counsel for the Administrative Agent and the Lead Arranger in each applicable jurisdiction and one firm of specialist counsel for the Administrative Agent and the Lead Arranger for each such specialized area of law), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger or on behalf of any Lender Party (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one counsel for the Administrative Agent, Lead Arranger and the Lenders and, if necessary, one firm of any Lender Party local counsel for the Administrative Agent and the Lead Arranger in each applicable jurisdiction and one firm of specialist counsel for the Administrative Agent and the Lead Arranger for each such specialized area of law), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees limited, in the case of legal counsel, to the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees one primary counsel to the Administrative Agent and, if reasonably necessary, one local counsel for the Administrative Agent in each relevant jurisdiction and one specialty counsel for the Administrative Agent in each relevant specialty (and, solely in the case of an actual or potential conflict of interest of any Lender Party of the foregoing counsel, one additional primary, local or its Affiliatesspecialty counsel, consultantsas the case may be, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform affected persons similarly situated and in connection with the issuance of CUSIP numbers, and other miscellaneous expensestaken as a whole)) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal, reinstatement or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentdemand for payment thereunder, and (iii) all out of documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are not employees counsel for the Administrative Agent, any Lender, or any L/C Issuer), in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Parent shall promptly pay pay, subject in each case to the Parent’s receipt of reasonably detailed documentation thereof, (i) all transferon demand, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including reasonable legal fees and expenses of attorneys that are not employees such Persons, which shall be limited to one firm of any Lender Party counsel for all such Persons and, if necessary, one firm of local or its Affiliatesregulatory counsel in each appropriate jurisdiction and special counsel for each relevant specialty, consultantsin each case for all such Persons (and, reserve engineersin the case of an actual or perceived conflict of interest, accountantswhere the Person affected by such conflict provides the Parent written notice of such conflict, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesanother firm of counsel for such affected Person)) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) promptly following written demand therefor, all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the filingissuance, recordingamendment, refiling and re-recording renewal, extension or administration of any Loan Documents and Letter of Credit, any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereofdemand for payment thereunder, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained reimbursement in this Agreement or in any Loan Documentconnection therewith, and (iii) on demand, all out of out-of-pocket expenses incurred by or on behalf any Lender Party, including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for any Lender Party or its AffiliatesParty, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement or protection of its rights in connection with this Agreement and the other Loan Documents following a Default by any Borrower hereunder, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-of pocket expenses incurred during any workout, restructuring restructuring, negotiations or negotiations legal proceedings in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower shall promptly pay pay, within ten Business Days after demand therefor (subject to Section 4.01)(b)) (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent) and the Joint Lead Arrangers, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Holdings and the Borrower shall, and shall cause the other Credit Parties to, jointly and severally, pay, promptly pay following written demand therefor (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Arrangers, the Administrative Agent and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to counsel for the Platform and Administrative Agent) in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinTerm Facility, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of pocket expenses incurred by the Administrative Agent or on behalf of any Lender Party (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees counsel for the Administrative Agent and the Lenders) in connection with the enforcement or protection of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 10.3, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that, in the case of this clause (ii), in no event shall the Borrower be responsible for the fees and expenses of more than one counsel for the Administrative Agent or more than one counsel for the Lenders, collectively, in each case, with respect to any occurrence, event or matter involving a loss, claim, damage or liability for which an indemnity is otherwise required hereunder and (iii) all reasonable costs, fees and expenses of one financial advisor retained by the Lenders, collectively, at any time after (x) an Event of Default under Section 8.1(a) or 8.1(b) has occurred and is continuing or (y) any other Default or Event of Default has occurred and has been continuing for a period of at least 30 days.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesa single outside counsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuers in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and documented out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatesa single outside counsel for the Administrative Agent, consultants, reserve engineers, accountantsthe Lenders and the L/C Issuers, and other advisorsin the case of actual or potential conflict of interest, travel costs, court costsseparate counsel for Indemnitees to the extent needed to avoid such conflict, and miscellaneous expenses) one firm of local counsel, as applicable, in any relevant jurisdiction, and in the case of actual or potential conflict of interest, separate local counsel for Indemnitees to the extent needed to avoid such conflict), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Administrative Agent, the Arrangers and their respective Affiliates (including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent and its Affiliates the Left Lead Arranger (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatessuch special and local counsel as the Administrative Agent as the Administrative Agent may reasonably require), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for hereinCredit Facilities, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out of pocket expenses incurred by the filingIssuing Lender in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or on behalf the Issuing Lender (including the fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent, any Lender Party or the Issuing Lender), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority subject to the limitation set forth in respect of this Agreement or any Section 6.5 of the other Loan Documents or any other document or transaction referred Subscription Agreement (which limitation, for the avoidance of doubt, shall not apply to herein or thereinthe Agency Fee), (ii) all reasonable out of out-of-pocket expenses incurred by any Lender Party and their Affiliates (including the reasonable fees, charges and disbursements of one counsel to Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related one counsel to the Platform other Lender Parties (and, if reasonably necessary, one local counsel to Administrative Agent and one local counsel to the other Lender Parties, in connection with the issuance of CUSIP numbers, and other miscellaneous expensesany relevant material jurisdiction) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, and delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications, or waivers of the provisions hereof or thereof Documents (whether or not the transactions contemplated hereby or thereby shall be consummated)), (3ii) all reasonable out-of-pocket expenses incurred by Administrative Agent, any Lender Party and their respective Affiliates after the filingClosing Date (including the reasonable fees, recording, refiling charges and re-recording disbursements of any counsel) in connection with the administration of this Agreement and the other Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms preparation, negotiation, execution, delivery of any Loan Documentamendments, (4) any action reasonably required in modifications or waivers of the course of administration hereof, provisions hereof or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentthereof, and (iii) all out of out-of-pocket expenses incurred by Administrative Agent or on behalf of any other Lender Party (including fees the fees, charges and expenses of attorneys that are not employees disbursements of any counsel for Administrative Agent and any Lender Party Party), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented out-of-pocket fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by the filingL/C Issuers in connection with the issuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the 109 reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or the L/C Issuer), and shall pay all allocated fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement, including Section 6.10 hereof, and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower shall promptly The Borrowers jointly and severally agree to pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent and its Affiliates (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration preparation of this Agreement and the other Loan Documents, or by the Administrative Agent in connection with the syndication of the Commitments or in the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement and any amendments, modifications, modifications or waivers of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), (3) including the filingreasonable fees, recordingcharges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, refiling counsel for the Administrative Agent and rethe Arrangers, and, if necessary, the reasonable fees, charges and documented out-recording of-pocket expenses and disbursements of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Documentone local counsel per jurisdiction, and (iiiii) all out of out-of-pocket expenses (including Other Taxes) incurred by or on behalf of the Agents and any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) in connection with the preservation enforcement or protection of any their rights under in connection with this Agreement and the other Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the fees, charges and disbursements of counsel for the Agents or, after any workoutEvent of Default under Section 8.01(b), restructuring (c), (h) (with respect to the Borrowers) or negotiations (i) (with respect to the Borrowers), counsel for the Lenders (in respect of such Loans.each case including any special and local counsel). 189

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable and expenses documented fees, charges and disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to counsel for the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent or on behalf any Lender, including the reasonable and documented fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for the Administrative Agent or any Lender Party (limited to the fees, charges and disbursements of (x) one primary counsel and one additional counsel in each applicable jurisdiction for the Administrative Agent, (y) one additional primary counsel and one additional counsel in each applicable jurisdiction for all other Indemnitees (taken as a whole) and (z) solely in the case of an actual or good faith asserted conflict of interest, one additional firm of counsel (and one additional counsel in each applicable jurisdiction, as applicable) for each group of affected Indemnitees similarly situated), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower The Borrowers shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable actual out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable actual fees, charges and disbursements of counsel for the Administrative Agent (subject to any applicable limits on such fees and expenses of attorneys that are not employees of any Lender Party or its Affiliatesas set forth in Section 4.01(e)), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable actual out of pocket expenses incurred by theany L/C Issuer in connection with the issuance, amendment, renewal or on behalf extension of any Letter of Credit or any demand for payment thereunder and (iii) all actual out of pocket expenses incurred by the Administrative Agent, the Sustainability Coordinators, any Lender Party or theany L/C Issuer (including fees the actual fees, charges and expenses of attorneys that are not employees disbursements of any counsel for the Administrative Agent, any Lender Party or theany L/C Issuer in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. The Borrowers shall have no obligation to pay, or reimburse any Person for, the fees and time charges of attorneys who are employees of the Administrative Agent, the Sustainability Coordinators, any Lender or theany L/C Issuer.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent the Lenders, the Agents and its their Affiliates (including fees and expenses which, in the case of attorneys that are not employees of any Lender Party or its Affiliateslegal expenses, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related shall be limited to the Platform reasonable and documented fees, charges and disbursements of a single counsel selected together by the Agents and the reasonable and documented fees, charges and disbursements of a single special counsel to the Lenders and the Agents in connection with the issuance each relevant specialty (in each case, except allocated costs of CUSIP numbers, and other miscellaneous expensesin-house counsel)) in connection with (1) the syndication of the credit facilities provided for herein, (2A) the preparation, negotiation, executionexecution and delivery of this Agreement and the other Loan Documents (provided that the Borrower’s obligation to pay such documented counsel fees, delivery charges and disbursements under this clause (A) shall be capped at $[·] in the aggregate for the Amendment No. 4 and the other Loan Documents related thereto), (B) the administration of this Agreement and the other Loan Documents, or Documents and any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (3C) the filingenforcement or protection of the rights of the Lenders, recording, refiling the Agents and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all out of pocket expenses incurred by or on behalf of any Lender Party (including fees and expenses of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) (A) their Affiliates in connection with this Agreement and the preservation of any rights under the other Loan Documents, including (I) the exercise rights of the Lenders, the Agents and their Affiliates under this Section 10.04 or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made hereunder, including hereunder and (II) all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans; provided that solely in the case of any actual or potential conflict of interest as determined by an affected Agent or Lender, such Loansexpenses may include the fees, charges and disbursements of one additional counsel (and one special counsel) for each similarly situated group of Agents and/or Lenders.

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent and the Collateral Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbersadministration, syndication and other miscellaneous expenses) in connection with (1) the syndication closing of the credit facilities provided for herein, (2) the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Documents, Credit Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable out-of-pocket expenses incurred by the filingL/C Issuer in connection with the issuance, recordingamendment, refiling and re-recording renewal 135 or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or on behalf the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender Party (including or the L/C Issuer), and all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Collateral Agent, any Lender Party or the L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Credit Agreement and the preservation of any other Credit Documents, including its rights under the Loan Documents, the exercise or enforcement of any rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of out-of-pocket expenses incurred by the Administrative Agent, the Security Agent and their respective Affiliates (including, but not limited to, (A) the reasonable fees, charges and disbursements of one counsel for the Administrative Agent and its Affiliates (including and, if necessary, one local counsel in each applicable jurisdiction and regulatory counsel) and (B) due diligence expenses), and shall pay all fees and expenses of time charged and disbursements for attorneys that are not who may be employees of any Lender Party or its Affiliatesthe Administrative Agent, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all out of out-of-pocket expenses incurred by the Administrative Agent, the Security Agent or on behalf any Lender (including the fees, charges and disbursements of any Lender Party (including counsel for the Administrative Agent, the Security Agent or any Lender), and shall pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, the Security Agent or any Lender Party Lender, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcementSection 11.04, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

Costs and Expenses. Borrower shall promptly The Company will pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for the Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall will be consummated), (3ii) all reasonable out of pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or on behalf any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Party (including or any L/C Issuer), and will pay all fees and expenses of time charges for attorneys that are not who may be employees of the Administrative Agent, any Lender Party or any L/C Issuer, in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit. Without limiting the provisions of Sections 3.01(a)—(c), this Section 10.04(a) does not apply with respect to Taxes.

Costs and Expenses. Borrower shall promptly pay (i) all transfersubject to any limitations described in the Mandate Letter, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of and documented out-of-pocket expenses incurred by Administrative Agent Agent, Arranger, and its their Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliatescounsel for Administrative Agent), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable and documented out-of-pocket expenses incurred by L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable and, when possible, documented out-of-pocket expenses incurred by Administrative Agent, Arranger, any Lender or on behalf L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any Lender Party (including fees and expenses of attorneys that are not employees of counsel for Administrative Agent, Arranger, any Lender Party or L/C Issuer; provided that absent a conflict of interest, Borrower shall not be required to pay for more than one (1) counsel (and appropriate local and special counsel)), in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.Loans or Letters of Credit. (b)

Costs and Expenses. The Borrower shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable out of invoiced out-of-pocket expenses incurred by the Arrangers and the Administrative Agent and its their respective Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees counsel, limited to a single counsel and, in each relevant jurisdiction, a single local counsel and one additional counsel in each applicable jurisdiction for any such Person in the event of any Lender Party or its Affiliatesa conflict of interest and reasonable and actual travel expenses), consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expenses) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (3ii) all reasonable invoiced out-of-pocket expenses incurred by any L/C Issuer in connection with the filingissuance, recordingamendment, refiling and re-recording renewal or extension of any Loan Documents and Letter of Credit or any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, demand for payment thereunder and (iii) all out of reasonable invoiced out-of-pocket expenses incurred by or on behalf of the Administrative Agent, any Lender Party or any L/C Issuer (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountantscounsel (limited to a single counsel, and other advisorsin each relevant jurisdiction, travel costsa single local counsel and one additional counsel in each applicable jurisdiction for any such Person in the event of a conflict of interest), court costs, and miscellaneous expenses) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, Section or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.

Costs and Expenses. Borrower The Loan Parties shall promptly pay (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document or transaction referred to herein or therein, (ii) all reasonable documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including fees the reasonable fees, charges and expenses disbursements of attorneys that are not employees of any Lender Party or its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, expenses related to counsel for the Platform and in connection with the issuance of CUSIP numbers, and other miscellaneous expensesAdministrative Agent) in connection with (1) the syndication of the credit facilities provided for herein, (2) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, Documents or any amendments, modifications, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided, however, unless an Event of Default has occurred and is continuing, the Loan Parties shall not be responsible for any expenses incurred by the Administrative Agent or any of its Affiliates in connection with any syndication of the credit facilities provided for herein (other than any Incremental Facility) to PNC Bank, National Association, (3) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re- recorded by the terms of any Loan Document, (4) any action reasonably required in the course of administration hereof, or (5) monitoring or confirming (or preparation or negotiation of any document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iiiii) all reasonable documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or on behalf extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable documented out of pocket expenses incurred by the Administrative Agent, any Lender Party or the L/C Issuer (including fees the fees, charges and expenses of attorneys that are not employees disbursements of any counsel for the Administrative Agent, any Lender Party or the L/C Issuer) in connection with the enforcement or protection of its Affiliates, consultants, reserve engineers, accountants, and other advisors, travel costs, court costs, and miscellaneous expenses) rights (A) in connection with this Agreement and the preservation of any rights under the other Loan Documents, the exercise or enforcement of any including its rights or remedies under the Loan Documents (including this Section), or the defense of any such exercise or enforcement, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such LoansLoans or Letters of Credit.