Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to shall pay on demand all reasonable costs and expenses of the Administrative Agent (including the reasonable fees, costs and expenses of counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments, includingagreements and Loan Documents to be delivered hereunder, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment.

Costs and Expenses. The Borrower agrees to pay on demand all costs and reasonable, documented, out-of-pocket expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and other instruments and documents to be delivered pursuant hereto, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, Amendment and any other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto).

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and documented out-of-pocket costs expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent, in each case in accordance with respect theretoSection 12.15 of the Amended Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoand the Lenders.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent and the Security Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, the Credit Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 21.3 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all out of pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, the including reasonable legal fees and out-of-pocket expenses of outside for counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 10.3 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution reproduction, execution, and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretohereto. All such fees and charges, if not paid promptly when due, may be charged directly as Revolving Loans.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 10.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery, administration, modification and delivery amendment of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretothereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparationnegotiation, preparation and execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Second Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 10.04 of the 2016 Term Loan Agreement.

Costs and Expenses. The Borrower agrees to pay to the Administrative Agent on demand all costs fees and out-of-pocket charges and other expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses disbursements of outside counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees to promptly pay on demand upon request all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Letter Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 8.04(a) of the Credit Agreement.

Costs and Expenses. The Borrower hereby agrees to pay on demand pay, upon demand, all of the reasonably and properly documented costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in connection with respect theretothe preparation, execution, and delivery of this Amendment and the other instruments, agreements and documents delivered or to be delivered hereunder.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.03 of the Credit Agreement.

Costs and Expenses. The Each Borrower agrees to pay on demand in accordance with the terms of the Credit Agreement (Licensing) all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this AmendmentAmendment and all other Loan Documents entered into in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent's counsel with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretohereto) in accordance with the terms of Section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto, and all costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment, including, without limitation, Amendment and the reasonable other instruments and documents to be delivered hereunder (including the fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto) in accordance with Section 10.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 8.03 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Letter Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04(a) of the Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, including without limitation, limitation the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower hereby agrees to pay on ------------------ demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration of this Amendment, Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 10.03(a)(ii) of the Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.and

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and documented costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and reasonable out-of-pocket expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery, administration, modification and delivery amendment of this Amendment, Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree, jointly and severally, to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto. 9.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Fourth Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect hereto and thereto) in accordance with the terms of Section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.counsel

Costs and Expenses. The Borrower hereby agrees to pay on demand all costs and expenses of the Administrative Agent (including attorneys' fees and expenses) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees Amendment and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoWaiver.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAgreement, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and Limited Waiver and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable, out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and Waiver and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent and all costs and expenses related to the Mortgage Collateral Deliverables) in accordance with respect theretothe terms of Section 14.2 of the Amended Loan Agreement.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 11.04 of the Existing Credit Agreement.

Costs and Expenses. The As a condition of this Amendment, the Borrower agrees to pay will promptly on demand pay or reimburse the Administrative Agent for all out-of-pocket costs and expenses of incurred by the Administrative Agent in connection with this Amendment and the preparation, execution transactions contemplated hereby and delivery of this Amendmentin connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.attorneys’ fees. [Signature pages to follow]

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Loan Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, Amendment and any other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto).

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with or arising out of the negotiation, preparation, execution and delivery of this Amendment, including, without limitation, Amendment (including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretocounsel).

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Existing Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentConsent, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto. 9.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Loan Agreement.

Costs and Expenses. The Borrower agrees to pay on demand demand, without duplications, all reasonable, out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket costs expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent (including, Shearman and Sterling LLP and Wragge & Co LLP)) in accordance with respect theretothe terms of Section 10.3 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, LEGAL_US_E # 77074234.7 execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery, administration, modification and delivery amendment of this AmendmentAgreement, the Notes and the other Credit Documents including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent and with respect thereto.to advising the Administrative Agent as to its rights and responsibilities under this Agreement, and all reasonable out-of-pocket costs

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 8.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all out of pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, the including reasonable legal fees and out-of-pocket expenses of outside for counsel for the Administrative Agent with respect theretoAgent.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 11.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto. 10.

Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution execution, delivery, administration, modification and delivery amendment of this Amendment, Amendment and any instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent) in accordance with respect theretothe terms of Section 9.04 of the Credit Agreement.

Costs and Expenses. The Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Third Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand in accordance with the terms of the Credit Agreement (Licensing) all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this AmendmentAmendment and all other Loan Documents entered into in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent Agent's counsel with respect thereto.

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Consent and Amendment, including, without limitation, the reasonable fees and out-of-of- pocket expenses of outside counsel for the Administrative Agent with respect thereto.

Costs and Expenses. The Administrative Borrower agrees to pay on demand all costs and expenses of the Administrative any Agent in connection with the preparation, execution execution, delivery and delivery administration, modification and amendment of this Amendment, Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect theretoany Agent).

Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this AmendmentAmendment and the other instruments and documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto.Administrative