Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and of special and local counsel retained by the Administrative Agent, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; , provided that Holdings the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the Borrowers shall not be required to reimburse the reasonable and documented legal fees and expenses of more than a single law firm as counsel for the Administrative Agent and one outside additional law firm as counsel (in addition to any special counsel and up to one local counsel for all other such parties, taken together, in each applicable appropriate jurisdiction (which may include a single law firm as special, local jurisdiction) for all Persons indemnified under this subsection (a) unlessor foreign counsel acting in multiple jurisdictions), except that in the reasonable opinion case where any such Person determines in good faith that a conflict of those indemnified Persons seeking reimbursement interest does or may exist in connection with such legal representation and such Person advises the Borrower of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interestinterest and engages its own separate counsel, in which case Holdings the reasonable and the Borrowers shall only be required to reimburse the invoiced out-of-pocket documented legal fees and expenses of no more than such minimum number of additional outside separate counsel for the indemnified persons as is necessary to avoid any actual shall also be paid or potential conflict of interestreimbursed.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iia) all reasonable and documented out-of-pocket expenses incurred by each of the Senior Facility Agent, the Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks and the Senior Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Senior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C Issuer Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the issuancepreparation, amendmentnegotiation, renewal or extension syndication, execution and delivery of any Letter of Credit or any demand for payment thereunder this Agreement and the other Financing Documents; (iiib) all reasonable and invoiced documented out of pocket expenses incurred by the Senior Facility Agent, the Common Security Trustee, the Swing Line Lender, the Senior Issuing Banks and the Senior Lenders (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Senior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (c) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer Senior Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentSenior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Senior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the Senior Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Senior Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C IssuerSenior Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), ) in connection with the enforcement or protection (other than in connection with assignment of its Loans, participations in Letters of Credit or Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this Section 10.0411.06, or (B) including in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters the Obligations. The provisions of Credit; provided that Holdings and the Borrowers this Section 11.06 shall not be required to reimburse supersede Sections 5.03 (Increased Costs) and 5.06 (Taxes). Notwithstanding 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) unlessforegoing, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestit may engage its own counsel.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all the reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative AgentAgent (including all costs and expenses incurred by the Administrative Agent and its counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant to the Loan Documents, including, without limitation, complete UCC and other lien searches and requests for information listing the financing statements referenced in Section 4.01(a)(iii)(B) and post filing confirmatory searches and any amendments or modifications thereto), in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications modifications, waivers or waivers (including any proposed amendments, modifications or waivers) other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith and any other aspect of the Transaction, (ii) all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.0411.04, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Credit Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender and the Swingline Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead ArrangerLender, any the Issuing Lender or any L/C Issuer the Swingline Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any L/C Issuer)Lender, the Issuing Lender or the Swingline Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that Holdings and with respect to the Borrowers above clause (iii), the Borrower shall not be required to reimburse only pay the legal reasonable fees and expenses disbursements of more than one outside counsel for a single counsel selected by the Administrative Agent and a single counsel selected by all of the Lenders (in addition to unless any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unlesssuch Lender, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)good faith, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential shall reasonably determine that there is a conflict of interest, in which case Holdings and the Borrowers shall only interest that causes it to be required necessary for such Lender to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestbe represented by separate counsel).

Costs and Expenses. Holdings and each of The Borrower shall (a) pay or reimburse the Borrowers, jointly and severally, agree to pay (i) Agent for all its reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendmentsamendment, modifications supplement or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iib) pay or reimburse the Agent for all its reasonable and documented out-of-pocket costs and expenses incurred by any L/C Issuer in connection with the issuanceadministration of the transactions contemplated hereby and thereby, amendmentincluding, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all without limitation, the reasonable and invoiced documented fees and disbursements and other charges of counsel to the Agent (including one primary counsel and such local counsel as the Agent may reasonably require in connection with collateral matters), outside consultants, appraisers, and commercial finance examiners in connection with all of the foregoing, all customary fees and charges (as adjusted from time to time) of the Agent with respect to the disbursement of funds (or the receipt of funds) to or for the account of the Borrower (whether by wire transfer or otherwise), (c) pay or reimburse each Lender and the Agent for all their out-of-pocket costs and expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its any rights (A) in connection with under this Agreement and Agreement, the other Loan Documents, including its rights under this Section 10.04, or (B) Documents and any such other documents and in connection with the Term Loans and Letters of Credit made hereunderunder this Agreement, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters Term Loans, including, without limitation, the fees and disbursements of Credit; provided that Holdings and counsel (including the Borrowers shall not be required to reimburse the legal allocated fees and expenses of more than one outside counsel in-house counsel) to each Lender and the Agent, and (in addition d) to pay, indemnify, or reimburse each Lender and the Agent for, and hold each Lender and the Agent harmless from, 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal recording and filing fees and expenses any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this subsection (a), representation of all Agreement the other Loan Documents and any such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestother documents.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for hereinFacilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Documents, or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including, without limitation, such fees and expenses incurred in connection with (x) the creation, perfection or protection of the Liens under the Loan Documents (including all title insurance fees and all search, filing and recording fees) and (y) environmental assessments, insurance reviews, collateral audits and valuations, and field exams as provided herein, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers shall not be required to reimburse the legal fees Credit (including all such costs and expenses of more than one outside counsel (incurred in addition to connection with any special counsel and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified proceeding under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (aUnited States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one (1) primary counsel and one (1) additional local counsel per additional jurisdiction for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any one (1) primary counsel and one (1) additional local counsel per additional jurisdiction for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any L/C Issuer)Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings , and the Borrowers 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 jurisdictioniv) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary Administrative Agent to avoid any actual or potential conflict of interestthe extent provided in Section 9.1.5 [Visitation Rights].

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, Borrowers agree (a) to pay (i) or reimburse all reasonable and invoiced documented in reasonable detail out-of-pocket expenses incurred on or after the Closing Date by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), limited, in the case of legal fees and expenses, to the Attorney Costs of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer which may be a single local counsel acting in connection with the issuancemultiple material jurisdictions), amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiib) all reasonable and invoiced out-of-pocket expenses incurred by to pay or reimburse the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the feesAdministrative Agent, charges any Lender and disbursements any L/C Issuer taken as a whole (and, if reasonably necessary, one local counsel in any relevant material jurisdiction (which may be a single local counsel acting in multiple material jurisdictions) and, solely in the event of any counsel for a conflict of interest between the Administrative Agent, any Lender or any L/C Issuer), where the Person or Persons affected by such conflict of interest inform the Borrowers in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect writing of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, one additional counsel in which case Holdings and each relevant material jurisdiction to each group of affected Persons similarly situated taken as a whole)). The agreements in this Section 11.04 shall survive the satisfaction of the Termination Conditions. All amounts due under this Section 11.04 shall be paid promptly following receipt by the Borrowers shall only of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be required to reimburse paid on behalf of such Loan Party by the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestAdministrative Agent in its reasonable discretion.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates and each Lead Arranger (including the reasonable and invoiced fees, charges and disbursements of any one counsel for the Administrative any Agent, plus one local counsel in any jurisdiction reasonably necessary), in connection with the administration, syndication and closing of the credit facilities provided for herein, the preparation, due diligence, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Credit Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated and whether or not such amendment or waiver becomes effective), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative any Agent, any Lead ArrangerLender, any Lender or any L/C Issuer or Lead Arranger (including the reasonable documented fees, charges and disbursements of any one counsel for to the Administrative AgentAgents, any Lender or any Lenders and L/C Issuer)Issuers taken as a whole, plus one local counsel to the Agents, Lenders, L/C Issuers and Lead Arrangers taken as a whole in each relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional counsel to each affected Agent, Lender, L/C Issuer and Lead Arranger plus one local counsel in each relevant jurisdiction for each affected Lender, Agent, L/C Issuer and Lead Arranger) in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made, B/As accepted or purchased or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/As or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to Borrower shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent provided that such fees, charges and disbursements shall be limited to one primary counsel, one additional firm of local counsel in each applicable jurisdiction and, if necessary, any additional special regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (subject to any limitation previously agreed in writing), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer, provided that such fees, charges and disbursements shall be limited to one primary counsel, one additional firm of local counsel in each applicable jurisdiction and, if necessary, any additional special regulatory counsel), and shall pay all reasonable and customary fees and time charges for attorneys who may be employees of Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including all accounting, appraisal, environmental, audit, and professional search services fees and the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable fees and reasonable time charges and reasonable disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the reasonable fees, reasonable charges and reasonable disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Lender), and shall pay all reasonable fees and reasonable time charges for attorneys who may be employees of the Administrative Agent, any L/C Issuer)Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings , and the Borrowers 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 jurisdictioniv) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number the Administrative Agent’s regular employees and agents engaged periodically to perform audits of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestLoan Parties’ books, records and business properties.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all reasonable and documented out-of-pocket expenses incurred by any an L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) after the occurrence and during the continuance of an Event of Default, all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arrangerthe Collateral Agent, any Lender or any L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, Loans made or (B) in connection with the Loans and Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings reasonable fees and disbursements of outside counsel shall be limited to (x) one primary counsel for the Administrative Agent, the Collateral Agent and the Borrowers shall not be Lenders and, if reasonably required to reimburse by the legal fees and expenses of more than one outside counsel (in addition to any special Administrative Agent, local or specialist counsel and up to (y) one local additional counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection the Lenders (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of unless there is an actual or potential perceived conflict of interestinterest that requires separate representation for any Lender, in which case Holdings and those Lenders similarly affected shall, as a whole, be entitled to one separate counsel) and, to the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual extent reasonably necessary, local or potential conflict of interestspecialist counsel.

Costs and Expenses. Holdings The Borrower and each of the Borrowersany other Credit Party, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of one counsel for the Administrative AgentAgent and, if reasonably necessary, of one local counsel to the Administrative Agent in any relevant material jurisdiction), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), the Lenders and the Issuing Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and that, in the Borrowers shall not be required to reimburse the case of legal fees and expenses pursuant to this Section 12.3(a), such fees and expenses shall be limited to the reasonable and documented fees, disbursements and other charges of more than one outside counsel to the Administrative Agent, its Affiliates, the Lenders, the Issuing Lender, the Swingline Lender and the Arrangers (in addition to any special counsel and up to taken as a whole) and, if reasonably necessary, of one local counsel to the Administrative Agent and the Arrangers (taken as a whole) in each applicable local any relevant material jurisdiction) for all Persons indemnified under this subsection (a) unless, and in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence case of an actual or potential perceived conflict of interest, one additional counsel in which case Holdings and the Borrowers shall only be required each relevant jurisdiction to reimburse the invoiced out-of-pocket legal fees and expenses each group of no more than such minimum number of additional outside counsel for the indemnified affected persons similarly situated (taken as is necessary to avoid any actual or potential conflict of interesta whole).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent, any Lead Arrangerthe Collateral Agent, any Lender the Issuing Bank or any L/C Issuer Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender the Collateral Agent, the Issuing Bank or any L/C IssuerLender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings thereof and the Borrowers 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 jurisdictioniv) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of no more than the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such minimum number of additional outside counsel for fees, costs and expenses in any 12-month period (the indemnified persons as is necessary to avoid any actual or potential conflict of interest“IVP Supplemental Cap”).

Costs and Expenses. Holdings and each of the BorrowersThe Borrowers shall, jointly and severally, agree to pay (i) all reasonable and invoiced out-of-out of pocket expenses actually incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative AgentAgent and the Arrangers (taken as a whole), (B) one local or foreign counsel in each relevant jurisdiction, and (C) any necessary special or regulatory counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses actually incurred by any each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses actually incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any (A) one counsel for the Administrative AgentAgent and the Arrangers (taken as a whole), any Lender or any (B) one counsel for the Lenders and the L/C IssuerIssuers, 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 actual or perceived conflict of interest with respect to any of the counsel indentified 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 (Ax) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (By) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses actually incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Credit Documents, or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, provided that, for purposes of the reimbursement obligations under clauses (i) and (ii) hereof for expenses incurred on or prior to the Closing Date only, such reimbursement obligations shall be limited to one primary counsel of the Administrative Agent and its Affiliates (taken as a whole), and if necessary, by a single firm or local counsel in each appropriate jurisdiction (unless such representation by a single counsel would be inappropriate due to the existence of an actual or reasonably perceived conflict of interest); and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentAgent and its Affiliates, any Lender or any L/C Issuerthe Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided that Holdings Credit and (iv) all out-of-pocket expenses of the Borrowers Lenders incurred in the case of documentary taxes. Notwithstanding the foregoing, the Borrower shall not be required to reimburse responsible for obligations incurred under clause (iii) hereof except for, attorney’s fees, expenses and charges for (w) one primary counsel of the legal fees Administrative Agent and expenses its Affiliates (taken as a whole), (x) if necessary, a single firm of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local appropriate jurisdiction, (y) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of additional counsel if such legal fees and expenses under this subsection (a), representation of all such indemnified persons by a single counsel would be inappropriate due to the existence of an actual or potential reasonably perceived conflict of interest, in which case Holdings and (z) any other counsel as reasonably necessary; provided that any Lender who hires third party counsel will endeavor to provide the Borrowers Borrower with prior written notice thereof before the incurrence of such fees, expenses, and charges, although failure to provide such notice shall only be required to reimburse not waive the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestBorrower’s reimbursement obligations under clause (z) hereof.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Global Agent, the Revolver Agent, the Collateral Agent and its their respective Affiliates (including the reasonable fees, charges and disbursements of one primary counsel for the Administrative Global Agent, the Revolver Agent and the Collateral Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Global Agent or the Revolver Agent unless such costs result from services provided by such internal counsel are duplicative of services then being provided by outside counsel to the Global Agent, the Revolver Agent, the Collateral Agent or any of their respective Affiliates, as applicable, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated and limited in the case of legal fees, charges and disbursements to fees, charges and disbursements of one primary counsel to the Agents, and if necessary, one local counsel in each appropriate jurisdiction), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C LC Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Global Agent, any Lead Arrangerthe Revolver Agent, the Collateral Agent, any Lender or any L/C LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any L/C LC Issuer), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer unless such costs result from services provided by such internal counsel that are duplicative of services then being provided by outside counsel to the Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer, as applicable, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings , and the Borrowers shall not be required to reimburse the legal fees (iv) all reasonable 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal fees and expenses of no more than such minimum number the Global Agent’s and the Revolver Agent’s regular employees and agents engaged periodically to perform audits of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestCredit Parties’ books, records and business properties.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lead Arranger and its Affiliates (their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender the Issuing Bank or any L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender the Issuing Bank or any L/C Issuer)Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. Unless an Event of Credit; provided that Holdings Default has occurred and is continuing, the Borrowers Borrower shall not be required to reimburse responsible for the legal fees reimbursement of any (i) fees, costs and expenses of more than one outside counsel the Independent Valuation Provider incurred pursuant to Section 5.12(d) and (ii) any fees, costs and expenses incurred in addition to any special counsel and up to one local counsel accordance with Section 5.06(b), collectively in each applicable local jurisdiction) an aggregate amount in excess of $200,000 in the aggregate incurred for all Persons indemnified under this subsection (a) unlesssuch fees, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees costs and expenses under this subsection in any 12-month period (athe “IVP Supplemental Cap”), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent Agent, the Joint Bookrunners and its Affiliates (the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent, the Joint Bookrunners and the Joint Lead Arrangers (limited to a single outside counsel and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and Credit, (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Issuing Lender or any L/C Issuer (Lender, including the fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or any L/C IssuerLender (limited to one external counsel and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made, Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestthereof.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuerthe Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided that Holdings . The foregoing costs and the Borrowers expenses shall not be required to reimburse the legal include all search, filing, recording, appraisal charges and fees and expenses of more than one outside counsel (in addition to any special counsel taxes related thereto, and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced other out-of-pocket legal fees expenses incurred by the Administrative Agent or any Lender and expenses the cost of no more than such minimum number independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.04 shall be payable within thirty days after demand. The agreements in this Section shall survive the termination of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict Commitments and repayment of interestall other Obligations.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, disbursements and other charges and disbursements of a single firm of counsel for the Administrative Agent, and if reasonably required by the Administrative Agent, local or specialist firms of counsel (which may include a single firm of counsel acting in multiple jurisdictions)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ; (ii) all reasonable and documented out-of-pocket expenses incurred by any an L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) after the occurrence and during the continuance of an Event of Default, all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable fees, disbursements and other charges and disbursements of any legal counsel for the Administrative Agent, any Lender or any the Lenders and the L/C Issuer), Issuers) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, Loans made or (B) in connection with the Loans and Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings reasonable fees, disbursements and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement other charges of such legal fees counsel shall be limited to (x) one primary firm of counsel for the Administrative Agent, the Lenders and expenses under this subsection the L/C Issuers and, if reasonably required by the Administrative Agent, local or specialist firms of counsel (a), representation which may include a single firm of all such indemnified persons would be inappropriate due to the existence of counsel acting in multiple jurisdictions) and (y) if there is an actual or potential perceived conflict of interestinterest that requires separate representation for any Lender and such Lender informs the Borrower of such conflict, in which case Holdings such Lender and those Lenders similarly affected shall, as a whole, be entitled to one separate firm of counsel and, to the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses extent reasonably necessary, local or specialist firms of no more than such minimum number counsel (which may include a single firm of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestacting in multiple jurisdictions).

Costs and Expenses. Holdings The Borrower agrees, whether or not any Loan is made under this Agreement, to pay or reimburse the Administrative Agent and each of the Borrowers, jointly and severally, agree to pay Bank upon demand for (i) all reasonable and invoiced documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinsyndication, the preparation, negotiationdocumentation, execution, delivery and administration negotiation and/or execution of this Agreement and and/or any of the other Loan Transaction Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all recording, filing and search fees and expenses incurred by the Administrative Agent in connection with this Agreement and/or any of the other Transaction Documents, (iii) all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by any L/C Issuer the Administrative Agent in connection with the issuance(A) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or extension restatement of this Agreement and/or any of the other Transaction Documents or (B) the preparation of any Letter waiver or consent under this Agreement or under any of Credit or any demand for payment thereunder and the other Transaction Documents, (iiiiv) if an Event of Default occurs, all reasonable and invoiced documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, any Lead Arranger, any Lender Agent or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Bank in connection with the such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) any civil penalty or protection of its rights fine assessed by OFAC against, and all reasonable documented costs and expenses (Aincluding counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Bank as a result of conduct of the Borrower that violates a sanction enforced OFAC. The Borrower further agrees to pay or reimburse the Administrative Agent and each Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and and/or any of the other Loan Transaction Documents. The Borrower acknowledges and agrees that such attorneys’ fees and expenses referred to above shall be determined on the basis of rates then generally applicable to the attorneys (and all paralegals, including its rights accountants and other staff employed by such attorneys) retained by the Administrative Agent or any Bank. All of the obligations of the Borrower under this Section 10.04, or (B9.03(a) in connection with shall survive the Loans satisfaction and Letters payment of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings the Borrower’s Obligations and the Borrowers shall not be required to reimburse the legal fees and expenses termination 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestAgreement.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any the L/C Issuer Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all allocated fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings Credit and (iv) to the Borrowers shall extent not be required already covered by any of the preceding subsections, all reasonable costs and expenses incurred by the Administrative Agent, the L/C Issuers or the Lenders in connection with any bankruptcy or other proceeding of the type described in Section 8.01(f), including the reasonable fees and disbursements of counsel to reimburse the legal Administrative Agent, any L/C Issuer and any Lender, whether such 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) unlessare incurred prior to, in during or after the reasonable opinion of those indemnified Persons seeking reimbursement commencement of such legal fees and expenses under this subsection (a), representation proceeding or the confirmation or conclusion of all any such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestproceeding.

Costs and Expenses. Holdings and each of the The Borrowers, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative AgentAgent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; provided that such counsel’s reasonable fees, charges and disbursements shall be limited to (i) one law firm acting as transaction counsel for the Administrative Agent and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and (ii) one law firm acting as special and local counsel in each applicable jurisdiction in which the Administrative Agent reasonably determines such local counsel to be necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and reasonable and documented disbursements of an external counsel for the Administrative AgentAgent (which shall be the only counsel Borrower shall be required to reimburse with respect to the initial preparation of the Loan) and any special or local counsel to the Administrative Agent (on behalf of the Lenders), if necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender (after the occurrence of a Default) or any the L/C Issuer (including the fees, charges and reasonable disbursements of any one lead counsel for the Administrative Agent, any Lender or any the Lenders and the L/C IssuerIssuer taken as a whole, one local counsel in each relevant jurisdiction and, in the event of any actual or potential conflict of interest, one additional firm of counsel (and local counsel) in each relevant jurisdiction for the Administrative Agent, each Lender or group of Lenders subject to such conflict and similarly situated), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including Xxxxx Fargo and including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Administrative Agent, and, if necessary, of one appropriate special and local counsel retained by the Administrative Agent in each relevant jurisdiction, but not any other separate counsel to the Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement (including, without limitation, the administration of any assignment under Section 10.06 that is determined to be void ab initio) and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable and out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; , provided that Holdings and the Borrowers shall not be required Borrower’s obligations to pay or reimburse the for legal fees and expenses of more than one outside counsel pursuant to this clause (in addition iii) shall be limited 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal fees and expenses of no more than such minimum number of additional outside a single law firm as counsel for the indemnified persons Administrative Agent and one additional law firm as is necessary to avoid counsel for all other such parties, taken together, in each appropriate jurisdiction (which may include a single law firm as special, local or foreign counsel acting in multiple jurisdictions), except that in the case where any such Person determines in good faith that a conflict of interest does or may exist in connection with such legal representation and such Person advises the Borrower of such actual or potential conflict of interestinterest and engages its own separate counsel, the reasonable and documented out-of-pocket legal fees and expenses of such separate counsel shall also be paid or reimbursed.

Costs and Expenses. Holdings Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and each neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers, jointly and severally, agree Borrower agrees to pay or reimburse upon demand (ia) Agent for all reasonable and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and it or any of its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent)Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement any transaction contemplated therein, in each case including Attorney Costs of Agent, the cost of environmental audits, syndication, distribution, Collateral audits and appraisals, background checks and similar expenses, to the other Loan Documents extent permitted hereunder, (b) Agent for all reasonable costs and expenses incurred by it or any amendmentsof its Related Persons in connection with internal audit reviews, modifications or waivers field examinations and Collateral examinations (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby which shall be consummated)reimbursed, (ii) all reasonable and documented in addition to the out-of-pocket costs and expenses incurred of such examiners, at the per diem rate per individual charged by any Agent for its examiners), (c) each of Agent, its Related Persons, and L/C Issuer for all costs and expenses incurred in connection with (i) the issuancecreation, amendmentperfection and maintenance of the perfection of Agent’s Liens upon the Collateral, renewal including Lien search, filing and recording fees, (ii) any refinancing or extension restructuring of the credit arrangements provided hereunder in the nature of a “work-out” in any Letter of Credit insolvency or any demand for payment thereunder bankruptcy proceeding or otherwise and whether or not consummated, (iii) all reasonable and invoiced out-the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or any attempt to inspect, verify, protect, insure, collect, sell, liquidate or otherwise dispose of any Collateral or (iv) the commencement, defense, conduct of-pocket expenses incurred , intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation, Effective Date Related Transaction, or transactions contemplated hereby, including Attorney Costs, (d) the cost of purchasing insurance that the Credit Parties fail to obtain as required by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer Loan Documents and (including the fees, charges e) fees and disbursements of any counsel for the Administrative Attorney Costs of one law firm on behalf of all Lenders (other than Agent, any Lender or any L/C Issuer), ) incurred in connection with any of the enforcement or protection of its rights matters referred to in clause (Ac) in connection with this Agreement above, and to the other Loan Documentsextent necessary, including its rights under this Section 10.04, or (Bi) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 relevant jurisdiction, (ii) for all Persons indemnified under this subsection regulatory counsel if reasonably required and (aiii) unless, solely in the reasonable opinion event of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential a conflict of interest, in one additional counsel (which case Holdings and the Borrowers shall only may be required to reimburse the invoiced out-of-pocket legal fees and expenses a single Person) of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsimilarly situated affected Persons.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Collateral Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arrangerthe Issuing Bank, any the Swingline Lender or any L/C Issuer (Lender, including the reasonable fees, charges and disbursements of any one outside counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, the Issuing Bank and the Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender or any L/C Issuer)conflict of interest arise, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, and (iv) and all documented costs, expenses, assessments and other charges incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters any other document referred to therein. For the avoidance of Credit; provided that Holdings and the Borrowers doubt, this Section 9.03(a) shall not be required apply to reimburse Taxes, the legal fees and expenses payment 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestgoverned by Section 2.16.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Company shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights rights, including any audit fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . The Company shall also pay for (or reimburse the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and environmental reports, and any review of such appraisals, limited updated appraisals, and environmental reports by the Administrative Agent’s internal or external consultants relating to Eligible Borrowing Base Real Estate, real estate that Holdings and is included in the Borrowers shall not be calculation of the Revolving Borrowing Base, or real estate that the Company seeks at any point to have included in the calculation of the Revolving Borrowing Base, in each case to the extent any such appraisal, limited updated appraisal, or environmental report is required to reimburse be delivered to (or received by) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due Administrative Agent pursuant to the existence terms of an actual the Agreement, or potential conflict of interest, in which case Holdings and is otherwise delivered or requested by the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid Company or any actual or potential conflict of interestSubsidiary.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Company shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable reasonable, out of pocket fees, charges and disbursements of counsel for the Administrative Agent), Agent in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the reasonable out of pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and pursuant to this clause (iii), the Borrowers Company shall not be required to reimburse the legal fees such fees, charges and expenses disbursements of more than one outside counsel (in addition to any special counsel the Administrative Agent, the L/C Issuer and up to all the Lenders, taken as a whole, and if necessary, one local domestic or foreign counsel in each applicable local any relevant domestic or foreign jurisdiction) for all Persons indemnified under this subsection (a) unless, in to the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees Administrative Agent, the L/C Issuer and expenses under this subsection (a)the Lenders, taken as a whole, unless the representation of all one or more Lenders by such indemnified persons counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and case, upon prior written notice to the Borrowers Company, the Company shall only also be required to reimburse the invoiced out-of-reasonable out of pocket legal fees fees, charges and expenses disbursements of no more than one additional counsel to such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestaffected Lenders in each relevant jurisdiction.

Costs and Expenses. Holdings Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and each neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers, jointly and severally, agree Borrower agrees to pay or reimburse upon demand (ia) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket costs and expenses incurred by it or any L/C Issuer of its Related Persons, in connection with the issuanceinvestigation, amendmentdevelopment, renewal preparation, negotiation, syndication, execution, interpretation or extension administration of, any modification of any Letter term of Credit or termination of, any demand Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Attorney Costs of one law firm or other external counsel, one local counsel in each relevant material jurisdiction, and, to the extent reasonably necessary, special or regulatory counsel, of Agent, background checks and similar expenses, to the extent permitted hereunder, (b) following the occurrence and during the continuance of an Event of Default, or during a “work-out”, Agent for payment thereunder (i) the cost of environmental audits, Collateral audits and appraisals and (iiiii) all reasonable and invoiced documented costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the documented out-of-pocket costs and expenses incurred of such examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners), (c) each of Agent, any Lead Arrangerits Related Persons, any Lender or any and L/C Issuer for all reasonable costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or Related Transaction (or the feesresponse to and preparation for any subpoena or request for document production relating thereto), charges including Attorney Costs, (d) fees and disbursements of any counsel for Attorney Costs of one law firm, selected by the Administrative Required Lenders, on behalf of all Lenders (other than Agent, any Lender or any L/C Issuer), ) incurred in connection with any of the enforcement or protection of its rights matters referred to in clause (Ab) in connection with this Agreement above and the other Loan Documents, including its rights under this Section 10.04, or (Be) in connection with the Loans Agent and Letters of Credit made hereunder, including each Lender for all such invoiced reasonable and documented out-of-pocket costs and expenses incurred during by it or any workout, restructuring of its Related Persons in connection with any resignation or negotiations in respect removal of such Loans or Letters Agent and appointment of Credit; provided that Holdings and the Borrowers shall not be required a successor Agent pursuant to reimburse the legal fees and expenses of more than one outside counsel Section 8.9 including (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionwithout limitation) for all Persons indemnified under this subsection (ai) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal fees costs and expenses incurred in connection with the preparation of no more than any agency agreement among any successor Agent and each Lender and (ii) all reasonable fees charged by such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsuccessor Agent.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree The Borrower agrees (a) to pay (i) or reimburse the Administrative Agent and the Arrangers for all reasonable and invoiced documented (in reasonable detail) out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or and thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP (as counsel to the Administrative Agent and the Arrangers, taken as a whole), (ii) [reserved] and (iii) if reasonably necessary, one local counsel for the Administrative Agent and the Arrangers taken as a whole in each relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which, where reasonably practicable, may be a single law firm acting as local counsel in multiple relevant jurisdictions), and (b) to pay or reimburse the Administrative Agent, the Issuers and the Lenders for all reasonable and documented in reasonable detail out-of-pocket costs and expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension enforcement of any Letter of Credit rights or any demand for payment thereunder remedies under this Agreement or the other Loan Documents (including all such 190 costs and (iii) all reasonable and invoiced out-of-pocket expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, the Issuers and the Lenders taken as a whole (and, if reasonably necessary, one local counsel to the Administrative Agent, the Issuers and the Lenders in any relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which, where reasonably practicable, may be a single law firm acting as local counsel in multiple relevant jurisdictions) and, in the event of any conflict of interest between any of the Administrative Agent, the Issuers and the Lenders (where the Person affected by such conflict of interest has informed the Borrower of such conflict), one additional counsel in each relevant jurisdiction to each group of affected Lenders and/or Issuers similarly situated taken as a whole)). The agreements in this Section 12.3 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent, any Lead Arranger, Issuer and/or any Lender may receive a benefit, including a discount, credit or other accommodation, from any L/C Issuer (including of such counsel based on the fees, charges and disbursements fees such counsel may receive on account of any counsel for their relationship with the Administrative Agent, any Lender such Issuer, and/or such Lender, including fees paid pursuant to this Agreement or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestDocument.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Loan Parties shall pay (i) all reasonable and invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including but limited, in the case of legal fees and expenses, to the reasonable and invoiced fees, charges and disbursements of one outside counsel for the Administrative AgentAgent and, if necessary, one regulatory counsel to the Administrative Agent and one local counsel to the Administrative Agent in any relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket invoiced out‑of‑pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the reasonable and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and pursuant to this clause (iii), the Borrowers Loan Parties shall not be required to reimburse the legal fees such fees, charges and expenses disbursements of more than (A) one outside counsel to the Administrative Agent (in addition and one regulatory counsel to any special counsel the Administrative Agent and up to one local counsel to the Administrative Agent in each applicable local any relevant jurisdiction) and (B) one counsel to all the Lenders (and one regulatory counsel to all the Lenders and one local counsel to all the Lenders in any relevant jurisdiction), unless the representation of one or more Lenders by counsel for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons Lenders would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers Loan Parties shall only also be required to reimburse the invoiced out-of-pocket legal fees fees, charges and expenses disbursements of no more than one counsel to such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestaffected Lenders.

Costs and Expenses. Holdings The Borrower and each of the Borrowersany other Credit Party, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any expenses reimbursed pursuant to Section 3.3(c), all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), the Issuing Lenders) in connection with the enforcement or protection of its rights upon the occurrence of an Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided provided, however, that Holdings and in connection with any one such action or any separate but substantially similar or related actions in the Borrowers same jurisdiction, the Credit Parties shall not be required to reimburse liable for the legal fees and expenses of more than one outside counsel to the Administrative Agent, the Lenders and the Issuing Lenders (in addition to any special counsel and up to along with one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees jurisdiction and expenses under this subsection (aone regulatory counsel), representation unless there shall exist an actual conflict of all interest among such indemnified persons would be inappropriate due Persons, and in such case, not more than one additional counsel to the existence of an actual or potential conflict of interest, affected parties (along with one additional local counsel in which case Holdings each applicable jurisdiction and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of one additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestregulatory counsel).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and out-of-pocket disbursements of one U.S. and one Canadian counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all Extraordinary Expenses, (iii) all reasonable and documented out-of-pocket expenses incurred by any each of the L/C Issuer Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any one U.S. and one Canadian counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that Holdings a higher Applicable Rate should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the pro rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would Section shall be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of intereston demand.

Costs and Expenses. Holdings Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of an Agent, Required Lenders, Required US Lenders or Required Canadian Lenders shall be at the expense of such Credit Party, and each neither an Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers, jointly and severally, Borrowers agree to pay or reimburse upon demand (ia) each Agent for all reasonable, documented out-of-pocket costs and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Attorney Costs of Agents, the cost of environmental audits, Collateral audits and appraisals, background checks and similar expenses, to the extent permitted hereunder, (b) each Agent for all reasonable costs and invoiced out-of-pocket expenses incurred by the Administrative Agent and it or any of its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), Related Persons in connection with the syndication of the credit facilities provided for hereininternal audit reviews, the preparation, negotiation, execution, delivery field examinations and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers Collateral examinations (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby which shall be consummated)reimbursed, in addition to the reasonable, documented out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by such Agent for its examiners) to the extent required by the terms hereof, (iic) each of each Agent, its Related Persons, and L/C Issuer for all reasonable reasonable, documented costs and documented out-of-pocket expenses incurred by any L/C Issuer in connection with (i) any refinancing or restructuring of the issuancecredit arrangements provided hereunder in the nature of a “work-out”, amendment, renewal (ii) the enforcement or extension preservation of any Letter of Credit right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any demand for payment thereunder and other related right or remedy or (iii) all reasonable and invoiced out-the commencement, defense, conduct of-pocket expenses incurred by , intervention in, or the Administrative Agenttaking of any other action with respect to, any Lead Arrangerproceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Lender Subsidiary of any Credit Party, Loan Document, Obligation or Related Transaction (or the response to and preparation for any L/C Issuer subpoena or request for document production relating thereto), including Attorney Costs and (including the fees, charges d) fees and disbursements of any counsel for the Administrative Attorney Costs of one law firm on behalf of all Lenders (other than Agent, any Lender or any L/C Issuer), ) incurred in connection with any of the enforcement or protection of its rights matters referred to in clause (Ac) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestabove.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iia) all reasonable and documented out-of-pocket expenses incurred by each of the Commercial Banks Facility Agent, the Common Security Trustee and the Commercial Bank Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Commercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C Issuer Commercial Bank Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the issuancepreparation, amendmentnegotiation, renewal or extension syndication, execution and delivery of any Letter of Credit or any demand for payment thereunder this Agreement and the other Financing Documents; (iiib) all reasonable and invoiced documented out of pocket expenses incurred by the Commercial Banks Facility Agent, the Common Security Trustee and the Commercial Bank Lenders (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Commercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (c) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentCommercial Banks Facility Agent and the Common Security Trustee (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the Commercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel)) in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (d) all reasonable and documented out-of-pocket expenses incurred by each Joint Lead Arranger, any Lender or any L/C Issuer Joint Lead Bookrunner, Co-Documentation Agent and Co-Syndication Agent in connection with the initial syndication of the credit facility under this Agreement (including reasonable printing and travel expenses) and (e) all reasonable and documented out-of-pocket expenses incurred by the Credit Agreement Secured Parties (including all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentCommercial Bank Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any Commercial Bank Lender or any L/C Issuermay retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), ) in connection with the enforcement or protection (other than in connection with assignment of its Commercial Bank Loans or Commercial Banks Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this Section 10.0410.06, or (B) including in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters the Obligations. This provisions of Credit; provided that Holdings and the Borrowers this Section 10.06 shall not be required to reimburse supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding 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) unlessforegoing, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestit may engage its own counsel.

Costs and Expenses. Holdings and each of the Borrowers, The Credit Parties jointly and severally, severally agree to that they shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including Attorney Costs but limited, in the case of Attorney Costs, to the reasonable fees, charges expenses and disbursements of one primary counsel for the Administrative AgentAgent and its Affiliates (taken as a whole) and of one special and one local counsel to the Administrative Agent and its Affiliates (taken as a whole) in each relevant material jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Credit Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements Attorney Costs of any counsel for the Administrative Agent, any Lender or any L/C Issuerthe Issuing Lender but limited, in the case of Attorney Costs, to the reasonable fees, expenses and disbursements of one primary counsel for the Administrative Agent, the Lenders and the Issuing Lender (taken as a whole) and of one special and one local counsel to the Administrative Agent, the Lenders and the Issuing Lender (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 Borrowers of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties taken as a whole)), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this Section 10.0411.5, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Borrower shall reimburse Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder costs and (iii) all reasonable and invoiced documented out-of-pocket expenses, including, without limitation, legal expenses and attorneys’ fees (whether for internal or outside counsel), incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Agent in connection with the enforcement (i) documentation and consummation of the transactions contemplated by or protection of its rights (A) in connection with related to this Agreement and the Other Agreements, including, without limitation, Uniform Commercial Code and other Loan Documentspublic record searches and filings, including its overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review costs; (ii) collection, protection or enforcement of any rights in or to the Collateral; (iii) collection of any Liabilities; and (iv) administration and enforcement of any of Agent’s and/or any Lender’s rights under this Section 10.04Agreement or any Other Agreement (including, without limitation, any costs and expense of any third party provider engaged by Agent for such purposes). Borrower shall also pay all normal service charges with respect to all accounts maintained by Borrower with any Lender and LaSalle and any additional services requested by Borrower from any Lender and LaSalle. All such costs, expenses and charges shall, if owed to LaSalle, be reimbursed by Agent and Lenders and in such event, or (B) in connection with the Loans event such costs and Letters of Credit made expenses are owed to Agent or a Lender, shall constitute Liabilities hereunder, including shall be payable by Borrower to Agent on demand, and until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoices for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons. In addition, during the occurrence and continuance of an Event of Default, Borrower shall reimburse each Lender for all such invoiced documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings costs and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by such Lender in connection with the (i) collection, protection or enforcement of any rights in or to the Collateral; (ii) collection of any Liabilities; and expenses (iii) administration and enforcement of no more than such minimum number any of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestLenders’ rights under this Agreement.

Costs and Expenses. Holdings The Borrower and each of the Borrowersother Credit Party, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that such legal fees and expenses in respect of counsel shall be limited to one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, the Arranger and their Affiliates, taken as a whole, as to which the Administrative Agent reasonably determined local counsel is necessary, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C IssuerIssuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; , provided that Holdings and the Borrowers shall not be required to reimburse the such legal fees and expenses in respect of more than counsel shall be limited to one outside counsel (in addition to any special counsel primary counsel, and up to one local counsel in each applicable jurisdiction, for the Administrative Agent and the Lenders (selected by the Administrative Agent), taken as a whole, as to which the Administrative Agent reasonably determined local jurisdiction) for all Persons indemnified under this subsection (a) unlesscounsel is necessary, and in the reasonable opinion case of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential a conflict of interest, one additional counsel in which case Holdings and the Borrowers each relevant jurisdiction to each affected Lender reasonably making such determination. This Section 12.3(a) shall only be required not apply with respect to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestTaxes that are addressed in Section 5.11.

Costs and Expenses. Holdings and each of the BorrowersThe Borrower shall, jointly and severally, agree to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated and whether or thereby shall be consummated)not any of the following are incurred before or after the Closing Date, pay, within five (ii5) Business Days after demand, all reasonable and documented out-of-pocket costs and expenses of the Agents in connection with the preparation, issuance, delivery, filing, recording, performance and administration of this Agreement, the other Transaction Documents, and any other documents which may be delivered in connection herewith or therewith, including, without limitation, all reasonable and documented engineers’, architects’, environmental, insurance, grant and other consultants’ fees (including any such fees incurred in connection with the preparation of any report referred to herein and any inspections pursuant hereto), all reasonable and documented Attorney Costs, the reasonable and documented fees and expenses of any local counsel who may be retained by the Administrative Agent with respect to the transactions contemplated by this Agreement, and all reasonable and documented costs and expenses incurred by any L/C Issuer Secured Party (including Attorney Costs) in connection with (a) any and all amounts which any Secured Party has paid relative to curing any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Transaction Document, (b) the enforcement or attempted enforcement of, or the investigation or preservation of any rights or remedies under, this Agreement or any other Transaction Document, or (c) any amendment, waiver or consent with respect to any provision contained in this Agreement or any other Transaction Document. Notwithstanding the foregoing, the documented costs and expenses of the Agents incurred complying with any instructions (whether reasonable or not) of the Secured Parties in connection with any Default or Event of Default by Borrower or enforcement of rights under the Financing Documents shall be deemed reasonably incurred by such Agents (to the extent the incurrence of such costs and expenses is reasonably required to comply with such instructions) and are reimbursable by Borrower hereunder. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the issuanceexecution, amendmentdelivery, renewal or extension filing and recording of any Letter of Credit this Agreement or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agentother Transaction Document, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) other document which may be delivered in connection with this Agreement Agreement, and agrees to save the other Loan Documents, including its rights under this Section 10.04, Secured Parties harmless from and against any and all liabilities with respect to or (B) resulting from any delay in connection with the Loans paying or omission to pay such taxes and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestfees.

Costs and Expenses. Holdings and each of the Borrowers, Each Borrower (jointly and severally, agree to ) shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights rights, including any audit fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . The Company shall also pay for (or reimburse the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and environmental reports, and any review of such appraisals, limited updated appraisals, and environmental reports by the Administrative Agent’s internal or external consultants relating to Eligible Borrowing Base Real Estate, real estate that Holdings and is included in the Borrowers shall not be calculation of the Revolving Borrowing Base, or real estate that the Company seeks at any point to have included in the calculation of the Revolving Borrowing Base, in each case to the extent any such appraisal, limited updated appraisal, or environmental report is required to reimburse be delivered to (or received by) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due Administrative Agent pursuant to the existence terms of an actual the Agreement, or potential conflict of interest, in which case Holdings and is otherwise delivered or requested by the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid Company or any actual or potential conflict of interestSubsidiary.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications of or waivers) of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative any Agent, any Lead Arranger, the Issuing Bank or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender the Issuing Bank or any L/C Issuer), Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, 12.03 or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including including, without limitation, all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . Notwithstanding anything to the contrary contained in this Section 12.03(a) or elsewhere in any of the Loan Documents, neither the Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for any costs, expenses, fees, taxes or other charges of any nature whatsoever that Holdings and the Borrowers shall not be required are incurred or payable by any Person in connection with any assignment referred 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (aSection 12.04(b), representation of all such indemnified persons would be inappropriate due any participation referred to the existence of an actual in Section 12.04(d) or potential conflict of interest, any pledge or security interest referred to in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestSection 12.04(f).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Loan Parties shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent, the Lenders and the L/C Issuer collectively and, if reasonably necessary, one local counsel for the Administrative Agent, the Lenders and the L/C Issuer collectively in each relevant jurisdiction unless the representation of one or more such parties by one counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case the Loan Parties shall also be required to reimburse the fees, charges and disbursements of one additional counsel for each such affected party), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, Each Loan Party shall jointly and severally, agree to severally pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (a) the reasonable fees, charges and disbursements of counsel for the Administrative Agent; (b) fees and charges of each consultant, inspector, and engineer; (c) appraisal, re appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, 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; and (j) filing and recording fees), in connection with the initial syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender (only if a Default shall be in existence) or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and each of expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, the Borrowers, jointly and severally, Guarantors agree to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (iincluding allocated costs for services of the Administrative Agent's and each Lender's in-house counsel) all reasonable and invoiced out-of-pocket expenses which may be incurred by in any effort to collect or enforce the Indebtedness or any part of it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including whether for principal, interest, and other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Guarantors are directly responsible hereunder, or otherwise) shall accrue interest from the time the Administrative Agent)Agent or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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, as defined in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection Credit Agreement, plus three (a)3%) percentage points, representation of all such indemnified persons would be inappropriate due except to the existence of an actual or potential conflict of interestextent that any such amounts are then accruing interest under the Indebtedness, in which case Holdings and such Base Rate plus 3% interest rate shall not be applied if the Borrowers shall only effect would be required to reimburse compound the invoiced out-of-pocket legal fees and expenses of no more than interest to which such minimum number of additional outside counsel for obligations are subject to under the indemnified persons as is necessary to avoid any actual or potential conflict of interestIndebtedness.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuancefees, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder costs and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender the Collateral Agent or any L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender the Collateral Agent or any L/C Issuer)Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Letters of Credit made hereundermade, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings thereof and the Borrowers shall not be required to reimburse the legal fees (iii) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of no more than the Independent Valuation Provider incurred pursuant to Section 5.06(b) and Section 5.12(b)(iii) in excess of the greater of (x) $200,000 or (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such minimum number of additional outside counsel for fees, costs and expenses in any 12-month period (the indemnified persons as is necessary to avoid any actual or potential conflict of interest“IVP Supplemental Cap”).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent each Agent, each L/C Issuer and its each of their respective Affiliates (including limited, in the case of legal fees and fees of other advisors or consultants, to the reasonable and documented (subject to redaction for privileged, confidential or otherwise sensitive information) fees, charges and disbursements of (A) a single primary counsel for to the Administrative AgentPrepetition First Lien Agent and the Prepetition First Lien Lenders (taken as a whole) to the extent provided in the Financing Orders, (B) a single primary counsel to the Agents and the Lenders (taken as a whole), (C) a single primary counsel to each L/C Issuer, (D) the Tranche B Advisors, (E) if necessary, a single regulatory counsel to the Agents and the Lenders (taken as a whole), and a single local counsel to the Agents and the Lenders (taken as a whole) in each material relevant jurisdiction, and (F) a single financial advisor to the Tranche A Lenders (taken as a whole), in connection with (x) the syndication of the credit facilities provided for herein, herein and (y) the preparation, review, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), ) and (ii) all reasonable and documented out-of-out of pocket expenses incurred by any each Arranger, each Agent, each L/C Issuer and the Lenders (limited, in connection with the issuancecase of legal fees and fees of other advisors or consultants, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all to the reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agentdocumented (subject to redaction for privileged, any Lead Arranger, any Lender confidential or any L/C Issuer (including the otherwise sensitive information) fees, charges and disbursements of any counsel and advisors referred to in subclause (i) above, but including a separate primary counsel for the Administrative Agent, any Lender or any L/C IssuerTranche A Lenders (taken as a whole)), in connection with (I) the enforcement enforcement, preservation or protection of its their respective rights (A) in connection with the Cases, this Agreement and the other Loan Documents, including its their respective rights under this Section 10.04, or and (BII) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, refinancing, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestLoans.

Costs and Expenses. Holdings If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and each of expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, the Borrowers, jointly and severally, Guarantors agree to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (iincluding allocated costs for services of the Administrative Agent's and each Lender's in-house counsel) all reasonable and invoiced out-of-pocket expenses which may be incurred by in any effort to collect or enforce the Indebtedness or any part of it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including whether for principal, interest, and other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Guarantors are directly responsible hereunder, or otherwise) shall accrue interest from the time the Administrative AgentAgent or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, as defined in the Credit Agreement, plus three percentage points (3%), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due except to the existence of an actual or potential conflict of interestextent that any such amounts are then accruing interest under the Indebtedness, in which case Holdings and such Base Rate plus 3% interest rate shall not be applied if the Borrowers shall only effect would be required to reimburse compound the invoiced out-of-pocket legal fees and expenses of no more than interest to which such minimum number of additional outside counsel for obligations are subject to under the indemnified persons as is necessary to avoid any actual or potential conflict of interestIndebtedness.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to pay (a) The Borrower agrees (i) all reasonable and invoiced out-of-pocket expenses incurred by to pay or reimburse the Administrative Agent for all reasonable costs and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), expenses incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (ii) all reasonable and documented out-of-pocket expenses incurred by any to pay or reimburse the Administrative Agent, each Swingline Lender, each L/C Issuer and each Bank for all costs and expenses incurred in connection with the issuanceenforcement, amendmentattempted enforcement, renewal or extension preservation of any Letter of Credit rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect hereof and during any legal proceeding, including any proceeding under the Bankruptcy Code or any demand other law relating to bankruptcy, insolvency or reorganization or relief of debtors), including all Attorney Costs; provided that a Defaulting Bank will not be reimbursed for payment thereunder its costs and (iiiexpenses related to the replacement of such Defaulting Bank pursuant to Section 2.18(c) all reasonable and invoiced out-of-pocket or other matters incidental thereto; provided further that any such legal expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements shall be limited to one firm of any counsel for the Administrative Agent, any Lender or any each Swingline Lender, each L/C Issuer)Issuer and each Bank, in connection with the enforcement or protection taken as a whole and, if necessary, of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 a single local counsel in each applicable local jurisdictionappropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Persons indemnified under this subsection material to the interests of the Administrative Agent, each Swingline Lender, each L/C Issuer and each Bank, taken as a whole (a) unlessand, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence case of an actual or potential perceived conflict of interestinterest where the Administrative Agent, in which case Holdings each Swingline Lender, each L/C Issuer or each Bank affected by such conflict retains its own single counsel and informs the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses Borrower of no more than such minimum number another firm of additional outside counsel for such Person) (or otherwise as agreed by the indemnified persons as is necessary to avoid any actual or potential conflict of interestBorrower).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to Anixter shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the L/C Issuer (which shall be limited to a single outside counsel and any necessary local counsel in each appropriate jurisdiction; provided that in the case of an actual or perceived conflict of interest as reasonably determined by the Person affected by such conflict where such Person informs Anixter of such conflict, separate counsel for such Person shall be included)), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and . The Administrative Agent, any Lender or the Borrowers L/C Issuer shall not be required promptly notify Anixter when it intends to reimburse the legal incur fees and expenses time charges for attorneys who are employees 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 the Administrative Agent, such Lender or the L/C Issuer, as the case may be, that Anixter will reimburse under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestAgreement.

Costs and Expenses. Holdings If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty, the Loan Documents or the Indebtedness, the prevailing party shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by law. In all other situations, including any Insolvency Proceeding, Guarantor agrees to pay all of the Administrative Agent's and each Lender's costs and expenses, including attorneys' fees (including allocated costs for services of the Borrowers, jointly Administrative Agent's and severally, agree each Lender's in-house counsel) which may be incurred in any effort to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by collect or enforce the Indebtedness or any part of it or any term of this Guaranty. Without limiting any rights of the Administrative Agent or Lenders under the Credit Agreement, all amounts of any kind due and its Affiliates payable under this Guaranty (including whether for principal, interest, and other costs under the reasonable Indebtedness, or for costs, fees, charges and disbursements of counsel expenses for which the Guarantors are directly responsible hereunder, or otherwise) shall accrue interest from the time the Administrative Agent)Agent or the Lenders make demand therefor hereunder until paid in full in cash to such Administrative Agent or the Lenders at the Base Rate, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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, as defined in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection Credit Agreement, plus three (a)3%) percentage points, representation of all such indemnified persons would be inappropriate due except to the existence of an actual or potential conflict of interestextent that any such amounts are then accruing interest under the Indebtedness, in which case Holdings and such Base Rate plus 3% interest rate shall not be applied if the Borrowers shall only effect would be required to reimburse compound the invoiced out-of-pocket legal fees and expenses of no more than interest to which such minimum number of additional outside counsel for obligations are subject to under the indemnified persons as is necessary to avoid any actual or potential conflict of interestIndebtedness.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to Borrowers shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arranger incurred by any L/C Issuer in connection on or after the Closing Date (promptly following a written demand therefor, together with backup documentation supporting such reimbursement request) associated with the issuancesyndication of the Facilities and the preparation, amendmentexecution, renewal delivery and administration of the Loan Documents and any amendment or extension waiver with respect thereto (but limited, in the case of any Letter legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of Credit or any demand for payment thereunder one counsel to the Administrative Agent and the Arranger taken as a whole, one regulatory counsel and, if necessary, of one local counsel in each relevant jurisdiction) and (iiiii) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, all reasonable and invoiced documented out-of-pocket expenses incurred by of the Administrative AgentAgent and the Lenders promptly following a written demand therefor (but limited, any Lead Arrangerin the case of legal fees and expenses, any Lender or any L/C Issuer (including to the reasonable and documented fees, disbursements and other charges and disbursements of any one counsel for to the Administrative AgentAgent and the Lenders taken as a whole, any Lender or any L/C Issuer)and, if necessary, of one local counsel to the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole) in connection with the enforcement of the Loan Documents or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthereunder; provided that Holdings and the Borrowers shall foregoing indemnity will not be required apply to reimburse expenses (i) to the legal fees and expenses extent resulting from the willful misconduct, bad faith or gross negligence of more than one outside counsel Administrative Agent or any Lender, (ii) to the extent arising from a material breach of the obligations by Administrative Agent or any Lender under the Loan Documents (in addition to any special counsel the case of each of preceding clauses (i) and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (aii), representation as determined by a court of all such indemnified persons would be inappropriate due competent jurisdiction in a final judgment) or (iii) to the existence extent arising from any dispute solely among Administrative Agent and any Lenders or among Lenders, other than any claims against any Administrative Agent in such capacity or any Lender in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other than any claims arising out of an actual any act or potential conflict omission on the part of interest, any Loan Party or its Affiliates (as determined by a court of competent jurisdiction in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interesta final judgment).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including but limited to the reasonable and documented fees, charges and disbursements of one primary counsel for the Administrative Agent and its Affiliates taken as a whole and (x) appropriate local counsel in applicable local jurisdictions, but limited to one local counsel in each such jurisdiction (which shall be designated by the Administrative Agent) and (y) appropriate regulatory counsel in applicable specialties, but limited to one regulatory counsel in each such specialty (which shall be designated by the Administrative Agent)), in connection with the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Loan Credit Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs and out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, any Lead ArrangerRevolving Lender, any Lender or any L/C Issuer or any Affiliates of any of the foregoing (including but limited to the reasonable and documented fees, charges and disbursements of any one primary counsel for the Administrative Agent, any Lender or any the Revolving Lenders, the L/C IssuerIssuers, if any, and any such Affiliate taken as a whole (which shall be designated by the Administrative Agent) and (x) appropriate local counsel in applicable local jurisdictions, but limited to one local counsel in each such jurisdiction (which shall be designated by the Administrative Agent), (y) appropriate regulatory counsel in applicable specialties, but limited to one regulatory counsel in each such specialty (which shall be designated by the Administrative Agent) and (z) in the case of a conflict of interest (whether actual or potential), additional counsel in each relevant jurisdiction for similarly situated parties)), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other Loan Credit Documents, including its rights under this Section 10.0411.04, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or similar negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Company shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and each of its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, Agent or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Agent or any L/C IssuerLender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights rights, including any audit fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. The Company shall also pay for (or Letters reimburse the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and environmental reports, and any review of Credit; provided that Holdings such appraisals, limited updated appraisals, and environmental reports by the Borrowers shall not be Administrative Agent’s internal or external consultants relating to the Mortgaged Properties, in each case to the extent any such appraisal, limited updated appraisal, or environmental report is required to reimburse be delivered to (or received by) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due Administrative Agent pursuant to the existence terms of an actual the Agreement, or potential conflict of interest, in which case Holdings and is otherwise delivered or requested by the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid Company or any actual or potential conflict of interestSubsidiary.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent Agent, the Joint Bookrunners and its Affiliates (the Joint Lead Arrangers and their respective Affiliates, including the reasonable fees, disbursements and other charges and disbursements of counsel for the Administrative Agent, the Joint Bookrunners and the Joint Lead Arrangers (limited to a single outside counsel and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and Credit, (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Issuing Lender or any L/C Issuer (Lender, including the reasonable fees, disbursements and other charges and disbursements of any counsel for the Administrative Agent, any Issuing Lender or any L/C IssuerLender (limited to one external counsel and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made, Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestthereof.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced reasonable, documented out-of-pocket fees and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including limited to, in the case of counsel, the reasonable fees, charges and disbursements of one (1) outside counsel for the Administrative Agent (and to the extent deemed reasonably necessary by the Administrative Agent and the Collateral Agent, one (1) local counsel for each relevant jurisdiction)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and reasonable and customary due diligence expenses, (ii) all reasonable and reasonable, documented out-of-pocket fees and expenses incurred by any each L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings Credit or (C) in connection with any aspect of the Transaction or any of the other transactions contemplated thereby. The Borrower and the Borrowers shall not be required to reimburse other Loan Parties hereby acknowledge that the legal Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer may receive a benefit, including without limitation, a discount, credit or other accommodation, from any counsel engaged in connection with this Agreement based on the fees and expenses such counsel may receive on account of more than one outside counsel (their relationship with any of the foregoing including, without limitation, fees paid 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestconnection hereto.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings provided, so long as there is no conflict of interest between the Lenders and/or the L/C Issuers, the reimbursement of outside attorneys’ fees and costs shall be limited to the cost of one counsel for the Administrative Agent and an additional counsel for the Lenders and the Borrowers L/C Issuers. The foregoing costs and expenses shall not be required to reimburse the legal include (i) all search, filing, and recording charges, and fees and expenses of more than one outside counsel taxes related thereto, (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionii) for all Persons indemnified under this subsection (a) unless, in the other reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees expenses incurred by the Administrative Agent and each Related Party thereof arising with respect to or in connection with creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Parties pursuant hereto or otherwise relating to the Collateral, including the reasonable fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all the reasonable costs and expenses (including the reasonable fees, expenses and disbursements of no more than such minimum number any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of additional outside counsel for any of the indemnified persons as is necessary to avoid any actual or potential conflict of interestCollateral.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender the Issuing Bank or any L/C Issuer (Lender, including the fees, charges and disbursements of any one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, any Lender the Issuing Bank or any L/C Issuer)Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof, provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such Loans or Letters other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of Credit; provided that Holdings an additional outside counsel, and the Borrowers 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 additional local counsel in each applicable local jurisdictionrelevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and (iv) and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)any fees, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees costs and expenses of no more than such minimum number the Independent Valuation Provider incurred pursuant to Section 5.12(d) in an aggregate amount in excess of additional outside counsel for $200,000 in any 12-month period (the indemnified persons as is necessary to avoid any actual or potential conflict of interest“IVP Supplemental Cap”).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including the reasonable fees, charges and disbursements of one counsel, and, if applicable, one local counsel in each material jurisdiction, for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, due diligence, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead ArrangerLender, any Lender or any the L/C Issuer Issuer, the Swing Line Lender, or the Alternative Currency Fronting Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any Lender, the L/C Issuer, Swing Line Lender or the Alternative Currency Fronting Lender; provided that reimbursement for fees, charges and disbursements of additional counsel of the Lenders will be limited to one additional counsel for all of the Lenders (and one additional counsel per specialty area and one local counsel per applicable jurisdiction), plus additional counsel as necessary in the event of an actual or potential conflict of interest among the Lenders), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to Borrower shall pay on demand (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead ArrangerLender or Issuing Lender (including the reasonable fees, charges and disbursements of one outside counsel law firm for each applicable jurisdiction for Administrative Agent, any Lender and Issuing Lender (but not including fees related to internal counsel of such Persons) taken as a whole (unless (x) a conflict exists as determined in the good faith judgment of each affected Lender or any L/C Issuer (including Issuing Lender, in which case(s) the fees, charges and disbursements of reasonably necessary additional outside counsel law firms for all such affected Lenders or Issuing Lender shall be covered, or (y) local counsel is necessary in any counsel for applicable jurisdiction as determined in the good faith judgment of Administrative Agent, any Lender or any L/C Issuerin which case(s) the fees, charges and disbursements of one outside counsel law firm in each such jurisdiction for Administrative Agent shall be covered), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and Agreement, the other Loan DocumentsDocuments and the Collateral, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided . It is understood and agreed that Holdings and Administrative Agent may determine, in its discretion, the Borrowers shall not be required to reimburse the legal fees and expenses of more than one outside counsel law firm referenced in subsection (in addition a)(iii) to any special counsel and up to one local counsel be used in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unlessjurisdiction and may change at any time and from time to time, in the reasonable opinion of those indemnified Persons seeking reimbursement of its discretion, each such legal applicable outside counsel law firm. Such costs, expenses, and fees and expenses under this subsection (a)will include, representation of without limitation, all such indemnified persons would be inappropriate due to reasonable costs, expenses, and fees incurred in connection with any court proceedings (whether at the existence of an actual trial or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestappellate level).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one counsel for the Administrative AgentAgent and, if reasonably necessary, a local counsel for each jurisdiction for which local counsel is reasonably necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings . Expenses being reimbursed by the Loan Parties under this Section 10.04(a) include, without limiting the generality of the foregoing, fees, costs and expense incurred in connection with (i) collateral monitoring, collateral reviews, appraisals and insurance reviews and (ii) field examinations and the Borrowers shall not be required preparation of reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to reimburse the legal fees each field examination. All reasonable 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Administrative Agent to any Person to realize upon any Collateral, shall be borne and paid by the Borrower. The Administrative Agent shall not be liable or responsible in any way for the indemnified persons as safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is necessary to avoid in the Administrative Agent’s actual possession in accordance with the Security Agreement), for any actual diminution in the value thereof, or potential conflict for any act or default of interestany warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrower’s sole risk.

Costs and Expenses. Holdings The Borrower shall (a) pay or reimburse the Agent and each of the Borrowers, jointly and severally, agree to pay (i) Arrangers for all their respective reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinCommitments (other than fees payable to syndicate members) and the development, the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendmentsamendment, modifications supplement or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (iib) pay or reimburse the Agent and L/C Issuer only, for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agent (including one primary counsel and such local counsel as the Agent may reasonably require in connection with collateral matters), outside consultants, appraisers, and commercial finance examiners in connection with all of the foregoing, all customary fees and charges (as adjusted from time to time) of the Agent with respect to the disbursement of funds (or the receipt of funds) to or for the account of the Borrower (whether by any wire transfer or otherwise), and of the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder, (c) pay or reimburse each Lender, Swingline Lender, L/C Issuer, the Agent and (iii) the Arrangers for all reasonable and invoiced their out-of-pocket costs and expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its any rights (A) in connection with under this Agreement and Agreement, the other Loan Documents, including its rights under this Section 10.04, or (B) Documents and any such other documents and in connection with the Loans made and Letters of Credit made hereunderissued under this Agreement, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or and Letters of Credit; provided that Holdings , including, without limitation, the fees and disbursements of counsel (including the Borrowers shall not be required to reimburse the legal allocated fees and expenses of more than one outside counsel in-house counsel) to each Lender. Swingline Lender, L/C Issuer and the Agent, and (in addition d) to pay, indemnify, or reimburse each Lender, Swingline Lender, L/C Issuer, and the Agent for, and hold each Lender, Swingline Lender, L/C Issuer, and the Agent harmless from, 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal recording and filing fees and expenses any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this subsection (a), representation of all Agreement the other Loan Documents and any such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestother documents.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and any of the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings , and (iv) without limiting the Borrowers shall not be required to reimburse generality of the legal foregoing, all reasonable 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) unlessfinancial advisory or accounting firm retained by the Administrative Agent, at the direction of the Required Lenders, in connection with the reasonable opinion review, analysis, appraisal, valuation or restructuring of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of the Loan Parties or their respective Properties. The Borrower’s obligation to pay all such indemnified persons would be inappropriate due to costs, expenses and charges includes, without limitation, any such costs, expenses and charges that accrue after the existence commencement by or against any Loan Party or any Affiliate thereof of an actual or potential conflict of interest, any proceedings under any Debtor Relief Laws naming such Person as the debtor in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestproceedings.

Costs and Expenses. Holdings Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent, the Lead Arrangers or Required Lenders, shall be at the expense of such Credit Party, and each neither Agent, the Lead Arrangers nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers, jointly and severally, agree Borrower agrees to pay or reimburse upon demand (ia) Agent and the Lead Arrangers for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements them or any of counsel for the Administrative Agent)their Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, execution, delivery interpretation or administration of, any modification or waiver of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement and the other Loan Documents any transaction contemplated herein or any amendments, modifications or waivers therein (including any proposed amendments, modifications prepayment under Section 1.7 or waiversSection 1.8) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), in each case including Attorney Costs of Agent and the Lead Arrangers, the cost of reasonably requested environmental audits, Collateral audits and appraisals, background checks and similar expenses, subject to the express limits set forth in Section 4.9; provided that Agent’s and the Lead Arrangers’ counsel fees and expenses shall be limited to reasonable and documented out-of-pocket attorneys’ fees of one firm of counsel and, if necessary, additional counsel required to accommodate conflicts of interest and a single local counsel in each appropriate jurisdiction (iiwhich may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction), (b) each L/C Issuer for all reasonable and documented out-of-pocket expenses incurred by any such L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) Agent and the Lead Arrangers for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lead Arranger, any Lender them or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), their Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the enforcement or protection of its rights (A) in connection with this Agreement reasonable and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers shall not be required to reimburse the legal fees costs and expenses of more than one outside counsel such examiners, at the per diem rate per individual charged by Agent or the Lead Arrangers for their examiners), subject to the express limits set forth in Section 4.9, (in addition to any special counsel d) each of Agent, each Lead Arranger, each L/C Issuer, each Swingline Lender, each other Lender and up to one local counsel in each applicable local jurisdiction) their respective Related Persons for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or transaction contemplated hereby or thereby, including Attorney Costs and (e) fees and expenses disbursements of no more Attorney Costs of one law firm on behalf of all Lenders (other than such minimum number Agent and the Lead Arrangers, and, if necessary, additional counsel required to accommodate conflicts of additional outside interest and a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction)) incurred in connection with any of the indemnified persons as is necessary matters referred to avoid any actual or potential conflict of interestin clause (c) above.

Costs and Expenses. Holdings Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent, the Lead Arrangers or Required Lenders, shall be at the expense of such Credit Party, and each neither Agent, the Lead Arrangers nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers, jointly and severally, agree Borrower agrees to pay or reimburse upon demand (ia) Agent and the Lead Arrangers for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements them or any of counsel for the Administrative Agent)their Related Persons, in connection with the syndication of the credit facilities provided for hereininvestigation, the development, preparation, negotiation, syndication, 102 execution, delivery interpretation or administration of, any modification or waiver of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of this Agreement and the other Loan Documents any transaction contemplated herein or any amendments, modifications or waivers therein (including any proposed amendments, modifications prepayment under Section 1.7 or waiversSection 1.8) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), in each case including Attorney Costs of Agent and the Lead Arrangers, the cost of reasonably requested environmental audits, Collateral audits and appraisals, background checks and similar expenses, subject to the express limits set forth in Section 4.9; provided that Agent’s and the Lead Arrangers’ counsel fees and expenses shall be limited to reasonable and documented out-of-pocket attorneys’ fees of one firm of counsel and, if necessary, additional counsel required to accommodate conflicts of interest and a single local counsel in each appropriate jurisdiction (iiwhich may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction), (b) each L/C Issuer for all reasonable and documented out-of-pocket expenses incurred by any such L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) Agent and the Lead Arrangers for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lead Arranger, any Lender them or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), their Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the enforcement or protection of its rights (A) in connection with this Agreement reasonable and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers shall not be required to reimburse the legal fees costs and expenses of more than one outside counsel such examiners, at the per diem rate per individual charged by Agent or the Lead Arrangers for their examiners), subject to the express limits set forth in Section 4.9, (in addition to any special counsel d) each of Agent, each Lead Arranger, each L/C Issuer, each Swingline Lender, each other Lender and up to one local counsel in each applicable local jurisdiction) their respective Related Persons for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced documented out-of-pocket legal costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or transaction contemplated hereby or thereby, including Attorney Costs and (e) fees and expenses disbursements of no more Attorney Costs of one law firm on behalf of all Lenders (other than such minimum number Agent and the Lead Arrangers, and, if necessary, additional counsel required to accommodate conflicts of additional outside interest and a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction)) incurred in connection with any of the indemnified persons as is necessary matters referred to avoid any actual or potential conflict of interestin clause (c) above.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iia) all reasonable and documented out-of-pocket expenses incurred by each of the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C Issuer KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the issuancepreparation, amendmentnegotiation, renewal or extension syndication, execution and delivery of any Letter of Credit or any demand for payment thereunder this Agreement and the other Financing Documents; (iiib) all reasonable and invoiced documented out of pocket expenses incurred by the KEXIM Facility Agent, the Common Security Trustee and the KEXIM Covered Facility Lenders (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (c) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer KEXIM Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentKEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KEXIM Covered Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KEXIM Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C IssuerKEXIM Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KEXIM Covered Facility Loans or KEXIM Covered Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this Section 10.0411.06, or (B) including in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters the Obligations. This provision of Credit; provided that Holdings and the Borrowers this Section 11.06 shall not be required to reimburse supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding 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) unlessforegoing, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestit may engage its own counsel.

Costs and Expenses. Holdings Each Borrower agrees, severally and not jointly, and whether or not any Loan is made or a Letter of Credit issued under this Agreement, to pay or reimburse the Administrative Agent, each Bank and each of the Borrowers, jointly and severally, agree to pay Issuing Bank upon demand for (i) its Applicable Share of all reasonable and invoiced documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinsyndication, the preparation, negotiationdocumentation, execution, delivery and administration negotiation and/or execution of this Agreement and and/or any of the other Loan Documents or Transaction Documents, subject to any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of limitation described in the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)Commitment Letter and Xxxxx Fargo Fee Letter, (ii) its Applicable Share of all recording, filing and search fees and expenses incurred by the Administrative Agent in connection with this Agreement and/or any of the other Transaction Documents, (iii) its Applicable Share of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by any L/C Issuer the Administrative Agent in connection with the issuance(A) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or extension restatement of this Agreement and/or any of the other Transaction Documents or (B) the preparation of any Letter waiver or consent under this Agreement or under any of Credit or any demand for payment thereunder and the other Transaction Documents, (iiiiv) if an Event of Default with respect to such Borrower occurs, all reasonable and invoiced documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, any Lead Arranger, any Lender Bank or any L/C Issuer Issuing Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) its Applicable Share of any civil penalty or fine assessed by OFAC against, and all reasonable documented costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the feesAdministrative Agent or any Bank as a result of the conduct of such Borrower that violates a sanction enforced by OFAC (unless such penalty, charges fine, cost or expense is attributable to a specific Borrower, in which case such Borrower shall be solely liable for such amount). Each Borrower acknowledges and disbursements agrees that such attorneys’ fees and expenses referred to above shall be determined on the basis of any counsel for rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by such attorneys) retained by the Administrative Agent, any Lender Bank or any L/C Issuer), in connection with Issuing Bank. All of the enforcement or protection obligations of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights each Borrower under this Section 10.04, or (B9.03(a) in connection with shall survive the Loans satisfaction and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect payment of such Loans or Letters of Credit; provided that Holdings Borrower’s Obligations and the Borrowers shall not be required to reimburse the legal fees and expenses termination 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestAgreement.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (ia) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its their Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iib) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiic) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead ArrangerLender, any the Swing Line Lender or any L/C Issuer the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swing Line Lender or any L/C Issuerthe Issuing Bank), in connection with the enforcement or protection of its rights (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (Bii) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided that Holdings . The foregoing costs and the Borrowers expenses shall not be required to reimburse the legal include all search, filing, recording, title insurance and appraisal charges and fees and expenses of more than one outside counsel (in addition to any special counsel taxes related thereto, and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced other out-of-pocket legal fees expenses incurred by the Administrative Agent and expenses the cost of no more than such minimum number independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict Commitments and repayment of interestall other Obligations.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree The Borrower agrees to pay or reimburse (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection Arrangers associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower's consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout in respect of the Loans), all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower's consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including, without limitation, assignment and unwind costs under Section 10.06, including all Attorney Costs of one counsel to the Administrative Agent (and any other counsel retained with the Borrower's consent), one special FCC counsel to the Agents and the Lenders, and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Agent. The agreements in connection with this Section 10.04 shall survive the issuancetermination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, amendmentexpenses or other amounts payable by it hereunder or under any Loan Document, renewal or extension such amount may be paid on behalf of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred such Person by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Agent in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsole discretion.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Arranger, the Administrative Agent, the Collateral Agent and its Affiliates (their respective Affiliates, including but not limited to expenses associated with the syndication of the Facilities, due diligence efforts, the reasonable fees, charges and disbursements of counsel, limited to a single counsel and, in each relevant jurisdiction, a single local counsel and one additional local counsel in each applicable jurisdiction for any such person in the Administrative Agentevent of a conflict of interest, (including, without limitation, reasonable and actual travel expenses), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery delivery, performance and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Arranger, Administrative Agent, any Lead Arrangerthe Collateral Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Arranger, the Administrative Agent, any Lender or any the Collateral Agent, the Lenders and the L/C IssuerIssuers (but limited to the fees, disbursements, and other charges of a single law firm for the Arranger, the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers and, in each relevant jurisdiction, a single local counsel, in each case, representing the Administrative Agent, the Collateral Agent all Lenders and all L/C Issuers, and one additional counsel or local counsel, as applicable, in each applicable jurisdiction for any such person in the event of a conflict of interest)), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each Each of the Borrowers, Borrowers jointly and severally, agree to severally agrees that it shall pay (i) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer)the Issuing Lender, provided that, for purposes of this parenthetical, such counsel of the Administrative Agent, the Lenders and the Issuing Lender shall be limited to one United States counsel and one counsel in each applicable foreign jurisdiction, in each case as chosen by the Administrative Agent) in connection with the enforcement or enforcement, exercise and/or protection of its rights and/or remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings . Notwithstanding the foregoing or Section 14.3(b) below, the Borrowers’ obligations under clause (i) of this Section 14.3(a), and the Borrowers shall not be required Borrowers’ indemnification obligations under Section 14.3(b) below as such indemnification obligations relate to reimburse the legal fees expenses, fees, charges and expenses disbursements referred to in clause (i) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (aSection 14.3(a), representation of all such indemnified persons would shall be inappropriate due limited as and to the existence extent provided in numbered paragraph 4 of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestFee Letter.

Costs and Expenses. Holdings The Borrower and each of the Borrowersother Credit Party, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), provided that such legal fees and expenses in respect of counsel shall be limited to one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, the Arranger and their Affiliates, taken as a whole, as to which the Administrative Agent reasonably determined local counsel is necessary, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C IssuerIssuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; , provided that Holdings and the Borrowers shall not be required to reimburse the such legal fees and expenses in respect of more than counsel shall be limited to one outside counsel (in addition to any special counsel primary counsel, and up to one local counsel in each applicable jurisdiction, for the Administrative Agent and the Lenders (selected by the Administrative Agent), taken as a whole, as to which the Administrative Agent reasonably determined local jurisdiction) for all Persons indemnified under this subsection (a) unlesscounsel is necessary, and in the reasonable opinion case of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential a conflict of interest, one additional counsel in which case Holdings and the Borrowers shall only be required each relevant jurisdiction to reimburse the invoiced out-of-pocket legal fees and expenses of no more than each affected Lender reasonably making such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestdetermination.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, Agent or any Lender or any L/C Issuer (including the documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Agent or any L/C IssuerLender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings Loans. The foregoing costs and the Borrowers expenses shall not be required to reimburse the legal include (i) all search, filing, and recording charges, and fees and expenses of more than one outside counsel taxes related thereto, (in addition to any special counsel and up to one local counsel in each applicable local jurisdictionii) for all Persons indemnified under this subsection (a) unless, in the other reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees expenses incurred by the Administrative Agent and each Related Party thereof arising with respect to or in connection with creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Parties pursuant hereto or otherwise relating to the Collateral, including the reasonable and documented tees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all the reasonable costs and expenses (including the reasonable and documented fees, expenses and disbursements of no more than such minimum number any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of additional outside counsel for any of the indemnified persons as is necessary to avoid any actual or potential conflict of interestCollateral.

Costs and Expenses. Holdings and each of The Administrative Borrower shall pay or cause the Borrowers, jointly and severally, agree applicable Loan Party to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, the Arrangers, and its their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, and/or the Collateral Agent, expenses incurred in connection with due diligence, inventory appraisal and collateral audit and reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining and maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendmentsDocuments, modifications or waivers (including any proposed amendmentsInventory Appraisal, modifications or waivers) in connection with any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arrangerthe Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, any Lender Lender, the Issuing Bank or any L/C Issuer Receiver (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, any Lender Lender, the Issuing Bank or any L/C IssuerReceiver), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights 216 under this Section 10.0411.03, (B) in enforcing, preserving and protecting, or attempting to enforce, preserve or protect its interests in the Collateral or (BC) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings Credit and (iv) all documentary and similar taxes and charges in respect of the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestLoan Documents.

Costs and Expenses. Holdings The Borrower agrees to pay or reimburse (a) the Administrative Agent, each Arranger, each Bookrunner and each Syndication Agent, in each case together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of the Borrowerssuch Persons and Affiliates, jointly and severally, agree to pay (i) for all reasonable costs and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation, negotiation, execution, delivery negotiation and administration execution of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04all Attorney Costs, or which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and, if reasonably necessary (Bin the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each of the foregoing Persons, (b) in connection with the Loans each Agent-Related Person for all reasonable costs and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during in connection with any workoutamendment, restructuring waiver, consent or negotiations in respect other modification of such Loans or Letters of Credit; provided that Holdings the provisions hereof and thereof and the Borrowers consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall not be required limited to reimburse the legal reasonable fees and expenses reasonable disbursements of more than one outside a single primary counsel and, if reasonably necessary (in addition to any special counsel and up to one the sole discretion of the Administrative Agent), a single local counsel in each applicable local jurisdictionappropriate jurisdiction and a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all Persons indemnified costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this subsection Agreement (aincluding this Section 10.04) unlessor the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including in the any Insolvency Proceeding or appellate proceeding), including all reasonable opinion fees, expenses and disbursements of those indemnified Persons seeking reimbursement of such any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings taxes related thereto and the Borrowers shall only be required to reimburse the invoiced other out-of-pocket legal fees expenses incurred by each Agent-Related Person and expenses the cost of no more than independent public accountants and other outside experts (subject to the limitations above) retained by such minimum number Agent-Related Person or any Lender, as applicable. All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the repayment of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestRevolving Loans and the other Obligations.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Lenders, and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements of (A) one counsel for the Administrative Agent), (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel to the Lenders and (D) one additional local counsel in each applicable jurisdiction) in connection with the syndication of the credit facilities provided for hereinherein (including the obtaining and maintaining of CUSIP numbers for the Loans), the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendmentsamendment, modifications amendment and restatement, modification or waivers (including any proposed amendments, modifications or waivers) waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agent or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any (A) one counsel for the Administrative Agent, (B) one counsel for the Collateral Agent; provided, that to the extent the Administrative Agent and the Collateral Agent are the same Person, Borrower shall only be required to pay for one counsel to the Administrative Agent and the Collateral Agent collectively, (C) one counsel for the Lenders (and, in the event of a conflict of interest between any Lender or any L/C IssuerLenders, one additional counsel for each affected Lender) and (D) one additional local counsel in each applicable jurisdiction), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.0410.03, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters and (iii) all documentary and similar taxes and charges in respect of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestLoan Documents.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, enforcement and collection, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket out‑of‑pocket expenses incurred during any collection, enforcement, workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and pursuant to this clause (a), the Borrowers Borrower shall not be required to reimburse the legal fees such fees, charges and expenses disbursements of more than one outside primary counsel (in addition to any the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if necessary, one special counsel and up to one local counsel in each applicable local relevant jurisdiction) for all Persons indemnified under this subsection (a) unless, in to the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees Administrative Agent, the L/C Issuer and expenses under this subsection (a)the Lenders, taken as a whole, unless the representation of all one or more Lenders by such indemnified persons counsel would be inappropriate due to the existence of an actual or potential perceived conflict of interest, in which case Holdings and case, upon prior written notice to the Borrowers Borrower, the Borrower shall only also be required to reimburse the invoiced reasonable out-of-pocket legal fees fees, charges and expenses disbursements of no more than one additional counsel to such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestaffected Lenders in each relevant jurisdiction.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, enforcement and collection, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any collection, enforcement, workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and pursuant to this clause (a), the Borrowers Borrower shall not be required to reimburse the legal fees such fees, charges and expenses disbursements of more than one outside primary counsel (in addition to any the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if necessary, one special counsel and up to one local counsel in each applicable local relevant jurisdiction) for all Persons indemnified under this subsection (a) unless, in to the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees Administrative Agent, the L/C Issuer and expenses under this subsection (a)the Lenders, taken as a whole, unless the representation of all one or more Lenders by such indemnified persons counsel would be inappropriate due to the existence of an actual or potential perceived conflict of interest, in which case Holdings and case, upon prior written notice to the Borrowers Borrower, the Borrower shall only also be required to reimburse the invoiced reasonable out-of-pocket legal fees fees, charges and expenses disbursements of no more than one additional counsel to such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestaffected Lenders in each relevant jurisdiction.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced out-of-pocket out -of -pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all Extraordinary Expenses, (iii) all reasonable and documented out-of-pocket out -of -pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out of , (iv) all reasonable out-of-pocket expenses incurred by the Administrative Agent and invoiced its Affiliates in the administration of and actions relating to any Collateral contemplated in the Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (v) subject to the limits of Section 6.10(c), all reasonable costs and expenses incurred by the Administrative Agent and its Affiliates for each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by Administrative Agent’s personnel or a third party, and (vi) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), and shall pay all reasonable fees and time charges for attorneys 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 (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket out -of -pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . All legal, accounting and consulting fees shall be charged to the Borrowers by the Administrative Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Holdings the Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction that are paid directly by the Administrative Agent, any Lender or any of their Affiliates. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Rate should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would Section shall be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of intereston demand.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (ia) all reasonable and invoiced out-of-documented out of pocket expenses incurred by each of the Administrative Agent KEXIM Facility Agent, the Common Security Trustee and its KEXIM and their Affiliates (including the all reasonable fees, charges costs and disbursements expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Documents or Financing Documents; (b) all reasonable and documented out of pocket expenses incurred by the KEXIM Facility Agent, the Common Security Trustee and KEXIM (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be are consummated), ; (iic) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the KEXIM Facility Agent and the Common Security Trustee (including all reasonable fees, costs and expenses of one counsel plus one local and one special counsel for KEXIM and its Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, KEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the issuance, amendment, renewal administration of this Agreement and the other Financing Documents (whether or extension of any Letter of Credit not the transactions contemplated hereby or any demand for payment thereunder thereby are consummated); and (iiid) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer KEXIM Direct Facility Secured Parties (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for KEXIM and their Affiliates in each relevant jurisdiction (provided that, in the Administrative Agentcase of the continuation of an Event of Default, any Lender or any L/C IssuerKEXIM may retain separate counsel (to the extent reasonably necessary to protect the interests of KEXIM) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KEXIM Direct Facility Loans or KEXIM Direct Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this Section 10.0410.06, or (B) including in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters the Obligations. The provisions of Credit; provided that Holdings and the Borrowers this Section 10.06 shall not be required to reimburse supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding 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) unlessforegoing, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestit may engage its own counsel.

Costs and Expenses. Holdings The Company agrees to pay on demand the costs and each expenses of the Borrowers, jointly and severally, agree to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the fees and expenses of Messrs. Chapxxx xxx Cutlxx, xxunsel for the Agent, with respect to all of the credit facilities provided foregoing (whether or not the transactions contemplated hereby are consummated; provided, however, in no event shall the Company's obligation to reimburse the Agent for hereinsuch fees (exclusive of such counsel's expenses and disbursements) in connection with the negotiation, the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents to be delivered as a condition precedent to initial funding of the credit contemplated hereby exceed $20,000. The Company further agrees to pay to Agent and the Lenders and any other holders of the Obligations all costs and expenses (including court costs, the allocated costs of inhouse counsel and outside attorneys' fees), if any, incurred or paid by the Agent, the Lenders or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other holders of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Obligations in connection with the issuance, amendment, renewal any Default or extension Event of any Letter of Credit Default or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement of this Agreement or protection any of its rights (A) the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Company further agrees to indemnify and save the Lenders, the Agent and any security trustee for the Lenders harmless from any and all liabilities, losses, costs and expenses incurred by the Lenders or the Agent in connection with any action, suit or proceeding brought against the Agent, or any security trustee or any Lender by any Person (but excluding attorneys' fees for litigation solely between the Lenders to which the Company is not a party) which arises out of the transactions contemplated or financed hereby or out of any action or inaction by the Agent, any security trustee or any Lender hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party seeking to be indemnified. The provisions of this Agreement Section and the other Loan Documents, including its rights under this protective provisions of Section 10.04, or (B) in connection with 2 hereof shall survive payment of the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestObligations.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrowers shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrowers shall not be required under this clause (i) to pay the fees and expenses of (A) more than one principal outside counsel for each of the Administrative Agent, the L/C Issuers or the Lenders, (B) more than one outside counsel acting as regulatory counsel for each of the Administrative Agent, the L/C Issuers or the Lenders, or (C) more than a single local counsel for each of the Administrative Agent, the L/C Issuers or the Lenders in any relevant jurisdiction as reasonably determined by the Administrative Agent, the L/C Issuers or the Lenders as the case may be (and which may include a single local counsel acting in multiple jurisdictions), except in, each case, to the extent there is an actual or perceived conflict of interest between or among such parties and the party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own principal, regulatory or local counsel, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Bank), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any L/C Issuer)Lender or the Issuing Bank, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Revolving Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Revolving Advances or Letters of Credit; provided that Holdings . The foregoing costs and the Borrowers expenses shall not be required to reimburse the legal include all search, filing, recording, title insurance and appraisal charges and fees and expenses of more than one outside counsel (in addition to any special counsel taxes related thereto, and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced other out-of-pocket legal fees expenses incurred by the Administrative Agent and expenses the cost of no more than such minimum number independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor, supported by customary documentation. The agreements in this Section shall survive the termination of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict Revolving Commitments and repayment of interestall other Obligations.

Costs and Expenses. Holdings The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Securities is consummated, pay all costs and expenses incident to the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the generality of the Borrowersforegoing, jointly all costs and severally, agree to pay expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Agents (or in connection with any Terms Agreement, the applicable Agent) may reasonably request pursuant to Section 4(b) (including reasonable related fees of counsel for the Agents (or such Agent) and invoiced their reasonable related disbursements), (iv) in connection with the listing of the Securities on any stock exchange, (v)related to any filing with National Association of Securities Dealers, Inc. ("NASD"), (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any Blue Sky Memoranda and any Legal Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement and the Prospectus, including mailing and shipping, as herein provided, (vii) payable to rating agencies in connection with the rating of the Securities, (viii) incurred in connection with the engagement of any qualified independent underwriter as may be required by rules and regulations of NASD,(ix) the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Securities, including any opinions to be rendered by such counsel hereunder and (x) any advertising and out-of-pocket expenses reasonably incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), Agents in connection with the syndication performance of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made their obligations hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iia) all reasonable and documented out-of-pocket expenses incurred by each of the KSURE Covered Facility Agent, the Common Security Trustee and the KSURE Covered Facility Lenders and their Affiliates (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C Issuer KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the issuancepreparation, amendmentnegotiation, renewal or extension syndication, execution and delivery of any Letter of Credit or any demand for payment thereunder this Agreement and the other Financing Documents; (iiib) all reasonable and invoiced documented out of pocket expenses incurred by the KSURE Covered Facility Agent, the Common Security Trustee and the KSURE Covered Facility Lenders (including all reasonable fees, costs and expenses of one counsel plus one local counsel for KSURE and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with any amendments, modifications or waivers of the provisions of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); (c) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer KSURE Covered Facility Agent and the Common Security Trustee (including the all reasonable fees, charges costs and disbursements expenses of any one counsel plus one local counsel for the Administrative AgentKSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any KSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the administration of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby are consummated); and (d) all reasonable and documented out-of-pocket expenses incurred by the KSURE Covered Facility Secured Parties (including all reasonable fees, costs and expenses of one counsel plus one local counsel for the KSURE Covered Facility Lenders and their Affiliates in each relevant jurisdiction (provided that, in the case of the continuation of an Event of Default, any L/C IssuerKSURE Covered Facility Lender may retain separate counsel in the event of an actual conflict of interest (which may be multiple counsel, but only the least number necessary to resolve such conflict of interest) and the Borrower shall pay all reasonable fees, cost and expenses of such additional counsel), in connection with the enforcement or protection (other than in connection with assignment of its KSURE Covered Facility Loans or KSURE Covered Facility Commitments) of their rights (A) in connection with this Agreement and the other Loan Financing Documents, including its their rights under this Section 10.0411.06, or (B) including in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters the Obligations. This provision of Credit; provided that Holdings and the Borrowers this Section 11.06 shall not be required to reimburse supersede Sections 4.03 (Increased Costs) and 4.06 (Taxes). Notwithstanding 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) unlessforegoing, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a)event that the Common Security Trustee reasonably believes that a conflict exists in using one counsel, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestit may engage its own counsel.

Costs and Expenses. Holdings The Borrower and each of the Borrowersany other Credit Party, jointly and severally, agree to shall pay (i) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, disbursements and other charges of one firm of counsel to the Administrative Agent and disbursements of its Affiliates, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Administrative Agent)Agent and its Affiliates, taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of local counsel for the Administrative Agent and its Affiliates, taken as a whole, in each relevant jurisdiction, in connection with the syndication of the credit facilities provided for hereinCredit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-out of pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the reasonable and documented fees, disbursements and other charges of (A) one firm of counsel to the Administrative Agent and disbursements of any its Affiliates, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Administrative AgentAgent and its Affiliates, any Lender taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of local counsel for the Administrative Agent and its Affiliates, taken as a whole, in each relevant jurisdiction, and in the case of an actual or any L/C Issuerperceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the case may be, to the Administrative Agent and its Affiliates, taken as a whole, and in the case of an actual or perceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the case may be, to each group of similarly situated affected Persons, taken as a whole and (B) one firm of counsel to the Lenders, taken as a whole, and, if reasonably necessary, a single specialty counsel for the Lenders, taken as a whole, for each relevant specialty, and, if reasonably necessary, a single firm of local counsel for the Lenders, taken as a whole, in each relevant jurisdiction, and in the case of an actual or perceived conflict of interest, one additional firm of counsel in each specialty or jurisdiction, as the case may be, to each group of similarly situated affected Lenders, taken as a whole), in connection with the enforcement or protection of its rights (Ax) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (By) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Administrative Agent as to the rights and duties of the Administrative Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications of or waivers) of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and thereunder, (iiiiv) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative any Agent, any Lead Arranger, Issuing Bank or any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender Issuing Bank or any L/C Issuer), Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, 12.03 or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including including, without limitation, all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided . Notwithstanding anything to the contrary contained in this Section 12.03(a) or elsewhere in any of the Loan Documents, neither the Borrower nor any Subsidiary shall be obligated to pay or reimburse any Person for any costs, expenses, fees, taxes or other charges of any nature whatsoever that Holdings and the Borrowers shall not be required are incurred or payable by any Person in connection with any assignment referred 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (aSection 12.04(b), representation of all such indemnified persons would be inappropriate due any participation referred to the existence of an actual in Section 12.04(d) or potential conflict of interest, any pledge or security interest referred to in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestSection 12.04(f).

Costs and Expenses. Holdings Each Borrower and each of the Borrowers, Guarantor (jointly and severally, agree to ) shall pay (ia) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including including, but not limited to, the reasonable fees, charges and disbursements of one law firm acting as outside counsel for the Administrative AgentLender and one law firm acting as local counsel in each jurisdiction, the costs of appraisals, public record searches, environmental reports and reviews thereof, title work, recording fees, recording taxes and the costs of any other related documents or examinations and investigations of the properties of Borrower and Guarantor and/or Borrower’s and Guarantor’s operations), whether incurred prior to or from and after the date hereof, in connection with the syndication of the credit facilities provided for herein, due diligence process and/or the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the perfection of Lender’s Liens in the Collateral, and (iib) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C IssuerLender), in connection with the preservation, administration, enforcement or and/or protection of its rights (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (Bii) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. If any Borrower should fail to pay any tax or Letters of Credit; provided that Holdings other amount required by this Agreement to be paid or which may be reasonably necessary to protect or preserve any Collateral or such Borrower’s or Lender’s interests therein, Lender may make such payment and the Borrowers amount thereof shall not be required payable on demand, shall bear interest at the Default Rate from the date of demand until paid and shall be deemed to reimburse be Obligations entitled to the legal fees benefit and security of the Loan Documents. The requirement to pay costs and expenses provided for herein shall survive termination of more than one outside counsel (in addition to any special counsel this Agreement, be a part of the Obligations and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in be secured by the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestCollateral.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree The Borrower agrees (a) to pay (i) or reimburse the Administrative Agent and Lenders for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by after the Administrative Agent and its Affiliates Closing Date (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), but not before) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Documents, and any amendment, waiver, consent or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other modification of the provisions hereof and thereof requested by the Borrower or thereof negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs, (iib) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs and other costs and expenses incurred in connection with any workout or restructuring in respect of the Loans and all such costs and expenses incurred during any legal proceeding and (c) without limiting the generality of the foregoing, to pay all reasonable and documented out-of-pocket fees and expenses of any financial advisory, appraisers or accounting firm retained by or for the benefit of the Administrative Agent or Lenders or by Xxxxxx & Xxxxxxx LLP, as counsel to the Lenders. The foregoing costs and expenses shall include all reasonable search., filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any L/C Issuer in connection with the issuanceLoan Party fails to pay when due any costs, amendmentexpenses or other amounts payable by it hereunder or under any Loan Document, renewal or extension such amount may be paid on behalf of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred such Loan Party by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Agent in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsole discretion.

Costs and Expenses. Holdings Borrowers shall reimburse each Agent or Receiver (or, to the extent set forth below, the Lenders) for all Extraordinary Expenses. Borrowers shall also reimburse each Agent for all legal, accounting, appraisal, consulting, and each of the Borrowersother fees, jointly costs and severally, agree to pay (i) all reasonable and invoiced out-of-pocket expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the Administrative Agent and its Affiliates limits of Section 5.07(c), each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by an Agent’s personnel or a third party; provided that legal fees shall be limited to (including together with allocated costs of internal counsel) the reasonable fees, charges and disbursements of one external counsel (plus local counsel in each applicable jurisdiction) for the Administrative Agent and/or the Collateral Agent), one external counsel (plus local counsel in connection with each applicable jurisdiction) for the syndication of the credit facilities provided Lenders, and one external counsel (plus local counsel in each applicable jurisdiction) for hereinany Receiver. All legal, the preparation, negotiation, execution, delivery accounting and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby consulting fees shall be consummated)charged to Borrowers by Agents’ professionals at their full hourly rates, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension regardless of any Letter of Credit reduced or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative alternative fee billing arrangements that Agent, any Lender or any L/C Issuerof their Affiliates may have with such professionals with respect to this or any other transaction. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), in connection with it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the enforcement or protection proper margin shall be applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the pro rata benefit of its rights (A) in connection with this Agreement Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestamount actually paid.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuerthe Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided that Holdings . The foregoing costs and the Borrowers expenses shall not be required to reimburse the legal include all search, filing, recording, appraisal charges and fees and expenses of more than one outside counsel (in addition to any special counsel taxes related thereto, and up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced other out-of-pocket legal fees expenses incurred by the Administrative Agent or any Lender and expenses the cost of no more than such minimum number independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 9.04 shall be payable within thirty (30) days after demand. The agreements in this Section shall survive the termination of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict Commitments and repayment of interestall other Obligations.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Credit Parties shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (A) any expenses incurred in connection with the preparation of, or otherwise relating to, any Acceptable Appraisal, Acceptable Portfolio Appraisal or FIRREA appraisals and (B) the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), ) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Credit Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Bank (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Bank (which shall be limited to one primary counsel to all of the Administrative Agent, the Lenders and the Issuing Bank to be retained by the Administrative Agent and, if reasonably necessary, one local counsel in any L/C Issuerrelevant jurisdiction and, in the case of an actual or perceived conflict of interest where any such Person is affected by such conflict informs you of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected Person), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section 10.0411.2, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interest.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree The Borrower agrees to pay or reimburse (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection Arrangers associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout in respect of the Loans), all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including, without limitation, assignment and unwind costs under Section 10.06, including all Attorney Costs of one counsel to the Administrative Agent (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Agents and the Lenders, and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Agent. The agreements in connection with this Section 10.04 shall survive the issuancetermination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, amendmentexpenses or other amounts payable by it hereunder or under any Loan Document, renewal or extension such amount may be paid on behalf of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred such Person by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Agent in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsole discretion.

Costs and Expenses. Holdings The Borrower agrees (a) if the Closing Date occurs and each of to the Borrowersextent not paid or reimbursed on or prior to the Closing Date, jointly and severally, agree to pay or reimburse the Administrative Agent and Xxxxxxx Xxxxx Bank USA (iin its capacity as an Arranger) for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by of the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), such Arrangers incurred in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single counsel and, if necessary, a single local counsel in each relevant material jurisdiction, (iib) upon presentation of a summary statement, to pay or reimburse the Administrative Agent and the Lenders, taken as a whole, promptly following a written demand therefor for all reasonable and documented out-of-pocket costs and expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension enforcement of any Letter rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of Credit or one counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any demand for payment thereunder relevant jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole)) and (iiic) to pay or reimburse the Administrative Agent for all reasonable and invoiced documented out-of-pocket costs and expenses incurred by the Administrative Agentfor field exams, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges appraisals and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), inspections performed in connection with the enforcement or protection Closing Date and at any time after the Closing Date if permitted by this Agreement. The agreements in this Section 10.04 shall survive the termination of its rights (A) in connection with this Agreement the Aggregate Commitments and the repayment of all other Loan Documents, including its rights Obligations. All amounts due under this Section 10.0410.04 shall be paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or (B) in connection with the Loans and Letters of Credit made hereunderother amounts payable by it hereunder or under any Loan Document, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect amount may be paid on behalf of such Loans or Letters of Credit; provided that Holdings and Loan Party by the Borrowers shall not be required to reimburse the legal fees and expenses of more than one outside counsel (Administrative Agent 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestits sole discretion.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Credit Documents, or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder thereunder; and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer the Issuing Lender (including the fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentAgent and its Affiliates, any Lender or any L/C Issuerthe Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Credit Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Advances made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Advances or Letters of Credit; provided that Holdings , and (iv) all out-of-pocket expenses of the Borrowers Lenders incurred in the case of documentary taxes (without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Section 2.11 or Section 2.13) with respect to any Credit Document. Notwithstanding the foregoing, the Borrower shall not be required to reimburse responsible for obligations incurred under clause (iii) hereof except for, attorney’s fees, expenses and charges for (w) one primary counsel of the legal fees Administrative Agent and expenses its Affiliates (taken as a whole), (x) if necessary, a single firm of more than one outside counsel (in addition to any special counsel and up to one local counsel in each applicable local appropriate jurisdiction, (y) for all Persons indemnified under this subsection (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of additional counsel if such legal fees and expenses under this subsection (a), representation of all such indemnified persons by a single counsel would be inappropriate due to the existence of an actual or potential reasonably perceived conflict of interest, in which case Holdings and (z) any other counsel as reasonably necessary; provided that any Lender who hires third party counsel will endeavor to provide the Borrowers Borrower with prior written notice thereof before the incurrence of such fees, expenses, and charges, although failure to provide such notice shall only be required to reimburse not waive the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestBorrower’s reimbursement obligations under clause (z) hereof.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree The Borrower agrees to pay or reimburse (i) all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection Arrangers associated with the syndication of the credit facilities provided for herein, Term Loans and Revolving Credit Loans (including reasonable and documented out-of-pocket travel expenses) and the preparation, negotiation, execution, delivery negotiation and administration enforcement of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), including all Attorney Costs of Xxxxxxxx PC (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions), (ii) the Agents and the Lenders for all reasonable and documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Agents and the Lenders (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Administrative Agent and, if necessary, one local and foreign counsel in each relevant 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 Person affected by such conflict informs the Borrower of such conflict of interest and thereafter retains its own counsel, of another firm for counsel for such affected Person, and (iii) the Administrative Agent for all reasonable and documented or invoiced out-of-pocket costs and expenses associated with the administration, amendment, modification, waiver and/or enforcement of this Agreement and the other Loan Documents, including, without limitation, assignment and unwind costs under Section 10.06, including all Attorney Costs of one counsel to the Administrative Agent (and any other counsel retained with the Borrower’s consent), one special FCC counsel to the Agents and the Lenders, and, if necessary, one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any L/C Issuer Agent. The agreements in connection with this Section 10.04 shall survive the issuancetermination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, amendmentexpenses or other amounts payable by it hereunder or under any Loan Document, renewal or extension such amount may be paid on behalf of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred such Person by the Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), Agent in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with the Loans and Letters of Credit made hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and the Borrowers 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is necessary to avoid any actual or potential conflict of interestsole discretion.

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable documented and invoiced out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel for the Administrative AgentAgent and the Collateral Agent collectively (other than the allocated costs of internal counsel), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents or and any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender Agent or any L/C Issuer (Lender, including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Agent or any L/C Issuer)Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and Letters of Credit made hereundermade, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings thereof and the Borrowers shall not be required to reimburse the legal fees (iii) 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 reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest, in which case Holdings and the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of no more than the Independent Valuation Provider incurred pursuant to Sections 5.06(b) and 5.12(b)(iii) in excess of (i) the greater of (x) $200,000 or (y) .05% of the Total Commitments minus (ii) reimbursement of fees, costs and expenses of the Revolving Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) of the Revolving Credit Facility, in each case in the aggregate incurred for all such minimum number of additional outside counsel for fees, costs and expenses in any 12-month period (the indemnified persons as is necessary to avoid any actual or potential conflict of interest“IVP Supplemental Cap”).

Costs and Expenses. Holdings and each of the Borrowers, jointly and severally, agree to The Borrower shall pay (i) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication administration of this Agreement and the credit facilities provided for herein, other Loan Documents or the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers (including any proposed amendments, modifications or waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) to the extent not already paid pursuant to Section 2.03, all reasonable and documented out-of-pocket expenses incurred by any the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and invoiced documented out-of-pocket expenses incurred by the Administrative Agent, any Lead Arranger, any Lender or any the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any the L/C Issuer), in connection with the enforcement or protection of its rights following the occurrence and during the continuance of an Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04Section, or (B) in connection with the Loans and made or Letters of Credit made issued hereunder, including all such invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that Holdings and . Notwithstanding the Borrowers shall not be required foregoing, the obligation to reimburse the legal fees Lenders and expenses the L/C Issuer for fees, charges and disbursements of more than one outside counsel in connection with the matters described in clause (in addition to any special counsel and up iii) above shall be limited to one local counsel separate law firm for the Administrative Agent, the Lenders and the L/C Issuer in each applicable local jurisdiction) for all Persons indemnified under this subsection relevant jurisdiction (a) unless, in the reasonable opinion of those indemnified Persons seeking reimbursement of such legal fees and expenses under this subsection (a), representation of all such indemnified persons would be inappropriate due to the existence of unless there shall exist an actual or potential conflict of interestinterest among the Administrative Agent, the Lenders and the L/C Issuer, in which case Holdings and case, one or more additional law firms shall be permitted to the Borrowers shall only be required to reimburse the invoiced out-of-pocket legal fees and expenses of no more than such minimum number of additional outside counsel for the indemnified persons as is extent necessary to avoid any actual or potential conflict of interesteliminate such conflict).