Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Borrower shall pay (i) the reasonable and 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 Agent (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, waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the reasonable and all 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 Agent (including Agent), and shall pay all costs reasonable and expenses incurred by documented fees and time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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 or waivers or 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 documented out-of-pocket expenses incurred by the 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 thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (including Agent), and shall pay all costs fees and expenses incurred by time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken including, without limitation, such fees and expenses incurred in connection therewith and any other aspect with (x) the creation, perfection or protection of the TransactionLiens 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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 the any L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder).

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates and each Lead Arranger (including the reasonable and documented invoiced fees, charges and disbursements and other charges of any one counsel for the Administrative Agent (including all costs and expenses incurred by the Administrative Agent and its any Agent, plus one local 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 theretojurisdiction reasonably necessary), in each case, 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, modifications or waivers or other supplements 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), the due diligence undertaken in connection therewith and any other aspect of the Transaction, (ii) all reasonable documented out-of-pocket expenses incurred by the 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 documented out-of-pocket expenses incurred by the Administrative any Agent, any Lender or the Lender, 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 the Lenders and L/C Issuer)Issuers taken as a whole, plus one local counsel to the Agents, Lenders, L/C Issuers and shall pay all fees and time charges for attorneys who may be employees Lead Arrangers taken as a whole in each relevant jurisdiction and, in the event of the Administrative any actual or potential conflict of interest, one additional counsel to each affected Agent, any Lender or the 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 11.04Section, or (B) in connection with the Loans made made, B/As accepted or purchased or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans, B/As or Letters of Credit.

Costs and Expenses. The Borrower shall Borrowers jointly and severally agree to pay (i) the all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and its Affiliates (including the reasonable and documented feesother Loan Documents, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses incurred or 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 Commitments or in the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Company and the reasonable fees, disbursements and charges for herein, no more than one counsel in each jurisdiction where Collateral is located) or in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or other supplements of the provisions hereof of this Agreement or thereof (whether or not the transactions Transactions hereby contemplated hereby or thereby shall be consummated), including the due diligence undertaken in connection therewith reasonable fees, charges and any other aspect disbursements of Cxxxxx Xxxxxx & Rxxxxxx llp, counsel for the TransactionAdministrative Agent and the Arrangers, (ii) all and, if necessary, the reasonable fees, charges and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuanceand disbursements of one local counsel per jurisdiction, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiiii) all out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent, Agents and any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 their rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with the Loans made or the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during the fees, charges and disbursements of counsel for the Agents or, after any workoutEvent of Default under Section 8.01(b), restructuring (c), (h) (with respect to the Borrowers) or negotiations (i) (with respect to the Borrowers), counsel for the Lenders (in respect of such Loans or Letters of Crediteach case including any special and local counsel).

Costs and Expenses. The Borrower shall pay pay, on the Closing Date and thereafter within five (5) Business Days after written demand, (i) the all reasonable and 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 Agent (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 theretoAgent), 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 or waivers or 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 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. For the avoidance of doubt, this Section shall not provide any right to payment with respect to increases in taxes or costs and expenses related solely to such increases in taxes.

Costs and Expenses. The Borrower Borrowers shall pay within thirty (30) days of receipt of a reasonably detailed written invoice (or, for any expenses incurred prior to the Effective Date, on the Effective Date upon two (2) Business Days prior presentation of a reasonably detailed summary statement) (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Agent-Related Persons (including the reasonable and documented fees, charges fees and disbursements and other charges of one counsel for the Administrative Agent (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 theretoAgent), 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 or waivers or 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 out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans; provided, that pursuant to this clause (ii), the Borrowers shall not be required to reimburse such out-of-pocket expenses of more than one counsel to the Administrative Agent and the Lenders (and one local counsel to the Administrative Agent and the Lenders in any relevant jurisdiction), unless the representation of one or Letters more Lenders by such counsel would be inappropriate due to the existence of Creditan actual conflict of interest, in which case the Borrowers shall also be required to reimburse the fees, charges and disbursements of one additional counsel to all of such affected Lenders taken as a whole.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including the reasonable and documented fees, charges and disbursements and other charges of one counsel, and, if applicable, one local counsel in each material jurisdiction, for the Administrative Agent (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 theretoAgent), in each case, 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, modifications or waivers or 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 the 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the any L/C Issuer; 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), and shall pay all fees and time charges for attorneys who may be employees plus additional counsel as necessary in the event of an actual or potential conflict of interest among the Administrative AgentLenders), 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 11.0410.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall agrees to pay within five (i5) the reasonable and documented Banking Days after demand, accompanied by an invoice therefor, all reasonable, out-of-pocket expenses incurred by (except in the case of the Administrative Agent and its Affiliates (including the reasonable and documented feesAgent's allocated in-house counsel costs described below, charges and disbursements and other charges which shall not be required to be "out-of-pocket") of counsel for the Administrative Agent (including all costs the reasonable fees and out-of-pocket expenses incurred by the Administrative Agent and its of counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant (including reasonable allocated costs of in-house counsel employed by the Administrative Agent) and of local counsel, if any, who may be retained by counsel 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)(BAdministrative Agent) 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 hereinwith: (a) The negotiation, the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the of each other Loan Documents or Document, including schedules and exhibits, and any amendments, modificationswaivers, waivers consents, supplements or other supplements of the provisions hereof modifications to this Agreement or thereof (any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby (or thereby thereby) are consummated, provided that, Borrower's maximum liability for fees and expenses of counsel to the Administrative Agent in connection with the Closing Date shall be consummated)not exceed $50,000; (b) The preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; and (c) The preparation of any information or response required with respect to any investigative request or inquiry, approval, findings of suitability or any other response or communication involving a Governmental Agency arising out of this Agreement, any other Loan Document or any Obligation evidenced by the Loan Documents or the participation in any public or investigatory hearing or meeting. Borrower further agrees to pay, and to save the Administrative Agent, the due diligence undertaken Issuing Lender and the Lenders harmless from all liability for, any stamp and similar taxes that may be payable in connection therewith and with the execution or delivery of this Agreement, the credit extensions made hereunder, or the issuance of the Notes, the Letters of Credit or any other aspect Loan Document. Borrower also agrees to reimburse the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, the Transaction, (ii) Issuing Lender and each Lender upon demand for all reasonable out-of-pocket expenses incurred by (including reasonable attorneys' fees and legal expenses of counsel and fees and expenses of consultants to the L/C Issuer in connection with Administrative Agent, the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder Issuing Lender and (iiithe Lenders) all out-of-pocket expenses incurred by the Administrative Agent, any the Issuing Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 such Lenders in connection with (i) the negotiation of any restructuring or "work-out" with Borrower whether or not consummated, of any Obligations, (ii) the enforcement or protection attempted enforcement of any Obligations and any matter related thereto and (iii) any bankruptcy of Borrower or any of its rights (A) in connection with this Agreement and Subsidiaries. Any amount payable to the other Loan Documents, including its rights Administrative Agent or any Lender under this Section 11.0411.3 shall bear interest from the fifth Banking Day following the date of demand, or (B) in connection with Loans made or Letters of Credit issued hereunderif not then paid, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditfor payment at the Default Rate.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one (1) primary counsel and other charges of one (1) additional local counsel per additional jurisdiction for the Administrative Agent (including Agent), and shall pay all costs fees and expenses incurred by time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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 or waivers or 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 out-of-pocket expenses incurred by the 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 thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer 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 L/C IssuerIssuing Lender), 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent to the extent provided in Section 9.1.5 [Visitation Rights].

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented or invoiced out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented or invoiced out-of-pocket fees, charges and disbursements and other charges of one primary counsel for the Administrative Agent (including all costs and expenses incurred by the Arrangers, taken as a whole, and, after consultation with the Company, one local counsel as necessary in each appropriate jurisdiction for 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 DocumentsArrangers, 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 theretotaken as a whole), in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, due diligence, negotiation, execution, delivery delivery, closing and administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or 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 or invoiced out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the reasonable and invoiced out-of-pocket fees, charges and disbursements of any (x) one primary counsel for the Administrative Agent, any Lender or the Lenders and the L/C Issuer)Issuers, and shall pay all fees and time charges for attorneys who may be employees of (y) to the extent deemed reasonably necessary by the Administrative Agent, any Lender or the Lenders and the L/C Issuers, one local counsel as reasonably necessary in each appropriate jurisdiction for the Administrative Agent, the Lenders and the L/C Issuers, taken as a whole, and (z) solely in the event of a conflict of interest where the Administrative Agent, Lender or applicable L/C Issuer informs the Company of such conflict, one additional counsel in each relevant jurisdiction to each group of similarly situated parties, taken as a whole), 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 11.04Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The (a) Group and the Borrower shall pay (i) the agree, jointly and severally, upon demand to pay, or reimburse each Facility Agent and BAS for, all of such Facility Agent’s and BAS’s reasonable internal and documented external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent of every type and its Affiliates nature (including the reasonable and documented fees, charges expenses and disbursements of the Facility Agents’ counsel, Xxxx Xxxxxxx LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance advisers, and other charges of counsel for the Administrative Agent (including all costs consultants and expenses agents) incurred by such Facility Agent or BAS in connection with (i) such Facility Agent’s or BAS’s audit and investigation of any of the Administrative Agent and its counsel Warnaco Entities in connection with the perfection preparation, negotiation and priority execution of the security interests Loan Documents and the Administrative Agent’s periodic audits of any of the Warnaco Entities, as the case may be; (ii) the preparation, negotiation, execution and interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any of the conditions set forth in Article III), the other Loan Documents and any proposal letter or commitment letter issued in connection therewith and the making of the Loans hereunder; (iii) the creation, perfection or protection of the Liens granted under the Loan Documents (including, without limitation, any reasonable fees and expenses for local counsel in various jurisdictions); (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative rights and responsibilities of each Facility Agent pursuant to hereunder and under the other Loan Documents; (v) the protection, collection or enforcement of any of the Secured Obligations or the enforcement of any of the Loan Documents; (vi) the commencement, defense or intervention in any court proceeding relating in any way to any of the Secured Obligations, any Warnaco Entity, this Agreement or any of the other Loan Documents; (vii) the response to, and preparation for, any subpoena or request for document production with which any Facility Agent or BAS is served or deposition or other proceeding in which any Facility Agent or BAS is called to testify, in each case, relating in any way to any of the Obligations, any Warnaco Entity, this Agreement or any of the other Loan Documents; and (viii) any amendments, consents, waivers, assignments, restatements, or supplements to any of the Loan Documents and the preparation, negotiation, and execution of the same. (b) Group and the Borrower further agree, jointly and severally, to pay or reimburse each Arranger, each Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including, without limitation, complete UCC reasonable attorneys’ fees (including allocated costs of internal counsel 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 theretocosts of settlement), incurred by such Arranger, such Agent, such Lender or such Issuer (i) in each caseenforcing any Loan Document, any Secured Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default; (ii) in connection with the syndication any refinancing or restructuring of the credit facilities arrangements provided for hereinhereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iii) in commencing, the preparationdefending or intervening in any litigation or in filing a petition, negotiationcomplaint, executionanswer, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, waivers motion or other supplements pleadings in any legal proceeding relating to any of the provisions hereof Secured Obligations, any Warnaco Entity and related to or thereof (whether or not arising out of any of the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith and by any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04, or ; and (Biv) in connection taking any other action in or with Loans made respect to any suit or Letters proceeding (bankruptcy or otherwise) described in any of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditclauses (i) through (iii) above.

Costs and Expenses. (a) The Borrower shall pay (i) the agrees upon demand to pay, or reimburse each Facility Agent and BAS for, all of such Facility Agent’s and BAS’s reasonable internal and documented external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent of every type and its Affiliates nature (including the reasonable and documented fees, charges expenses and disbursements of the Facility Agents’ counsel, each of Xxxx Xxxxxxx LLP and Xxxxxx Xxxxxxx LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance advisers, and other charges of counsel for the Administrative Agent (including all costs consultants and expenses agents) incurred by such Facility Agent or BAS in connection with (i) such Facility Agent’s or BAS’s audit and investigation of any of the Administrative Agent and its counsel Warnaco Entities in connection with the perfection preparation, negotiation and priority execution of the security interests Loan Documents and the Administrative Agent’s periodic audits of any of the Warnaco Entities, as the case may be; (ii) the preparation, negotiation, execution and interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any of the conditions set forth in Article III), the other Loan Documents and any proposal letter or commitment letter issued in connection therewith and the making of the Loans hereunder; (iii) the creation, perfection or protection of the Liens granted under the Loan Documents (including, without limitation, any reasonable fees and expenses for local counsel in various jurisdictions); (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative rights and responsibilities of each Facility Agent pursuant to hereunder and under the other Loan Documents; (v) the protection, collection or enforcement of any of the Secured Obligations or the enforcement of any of the Loan Documents; (vi) the commencement, defense or intervention in any court proceeding relating in any way to any of the Secured Obligations, any Warnaco Entity, this Agreement or any of the other Loan Documents; (vii) the response to, and preparation for, any subpoena or request for document production with which any Facility Agent or BAS is served or deposition or other proceeding in which any Facility Agent or BAS is called to testify, in each case, relating in any way to any of the Obligations, any Warnaco Entity, this Agreement or any of the other Loan Documents; and (viii) any amendments, consents, waivers, assignments, restatements, or supplements to any of the Loan Documents and the preparation, negotiation, and execution of the same. (b) The Borrower further agrees to pay or reimburse each Arranger, each Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including, without limitation, complete UCC reasonable attorneys’ fees (including allocated costs of internal counsel 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 theretocosts of settlement), incurred by such Arranger, such Agent, such Lender or such Issuer (i) in each caseenforcing any Loan Document, any Secured Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default; (ii) in connection with the syndication any refinancing or restructuring of the credit facilities arrangements provided for hereinhereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iii) in commencing, the preparationdefending or intervening in any litigation or in filing a petition, negotiationcomplaint, executionanswer, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, waivers motion or other supplements pleadings in any legal proceeding relating to any of the provisions hereof Secured Obligations, any Warnaco Entity and related to or thereof (whether or not arising out of any of the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith and by any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04, or ; and (Biv) in connection taking any other action in or with Loans made respect to any suit or Letters proceeding (bankruptcy or otherwise) described in any of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditclauses (i) through (iii) above.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and 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 Agent (Agent, including all costs Xxxxxxx Xxxx & Xxxxxxxxx LLP 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 theretoCanadian counsel), 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 or waivers or 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) to the extent not already paid pursuant to Section 2.04, all reasonable and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (following an Event of Default) or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; and (iv) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission (other than to the extent attributable to such Lender) to pay such taxes. It is understood that the provisions of this clause do not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent). Notwithstanding the foregoing, the obligation to reimburse the Lenders and the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to (x) one law firm for the Administrative Agent, (y) one other law firm retained by the Required Lenders or an ad hoc group of Lenders and (z) in the event of a conflict of interest, one additional law firm for another Lender or group of Lenders, together with (in the case of (x), (y) and (z), as applicable) one additional counsel in each applicable jurisdiction.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs Agent, and expenses incurred of special and local counsel retained by the Administrative Agent and its Agent, but not any other separate counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant to Arrangers or 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 theretoLenders), 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 (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, modifications or waivers or 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 out-of-out of pocket expenses incurred by the 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 thereunder; (iii) all out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as 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 interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed; and (iv) all out of pocket expenses incurred by any Term Loan Lender in connection with review, administration or negotiation of Amendment No. 15 or Amendment No. 16 or the negotiation and documentation of any intercreditor arrangements among the Term Loan Lenders, in an aggregate amount not to exceed $650,000 (the “2019 Term Loan Lender Expenses”) and (v) all out of pocket expenses incurred by any Tranche A-4 Term Loan Lender and their respective Affiliates in connection with review, administration or negotiation of Amendment No. 20 or the negotiation and documentation of the 2020 Refinancing Backstop Commitment Letter, in an aggregate amount not to exceed $20,000 (the “2020 Term Loan Lender Expenses”).

Costs and Expenses. The Borrower shall pay Company shall: (ia) the reasonable and 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 Agent (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, waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated, pay or thereby shall be consummatedreimburse BofA (including in its capacity as Agent and an Issuer) and the Arranger within five Business Days after demand (subject to subsection 5.01(e), the due diligence undertaken in connection therewith ) for all costs and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by BofA (including in its capacity as Agent and Issuer) and the L/C Issuer Arranger in connection with the issuancedevelopment, preparation, delivery, administration, syndication and execution of, and any amendment, renewal supplement, waiver or extension modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of any Letter of Credit or any demand for payment thereunder the transactions contemplated hereby and (iii) all out-of-pocket expenses thereby, including reasonable Attorney Costs incurred by BofA (including in its capacity as Agent and an Issuer) and the Administrative Arranger with respect thereto; (b) pay or reimburse the Agent, any the Arranger and each Lender or the L/C Issuer within five Business Days after demand (subject to subsection 5.01(e)) for all costs and expenses (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 Attorney Costs) incurred by them in connection with the enforcement enforcement, attempted enforcement, or protection preservation of any rights or remedies under this Agreement or any other Loan Document during the existence of an Event of Default or after acceleration of the Loans (including in connection with any "workout" or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding); and (c) pay or reimburse BofA (including in its rights capacity as Agent) within five Business Days after demand (Asubject to subsection 5.01(e)) for all reasonable appraisal (including the allocated cost of internal appraisal services), audit, environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by BofA (including in its capacity as Agent) in connection with the matters referred to under subsections (a) and (b) of this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditSection.

Costs and Expenses. The Borrower Parent and the Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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 theretoAgent), 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 or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (Issuer, including the reasonable legal fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that, in the case of legal fees and expenses such reimbursement obligation shall be limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent, the L/C Issuer, the Lenders and their Affiliates, taken as a whole, and, if necessary, one local counsel in each relevant jurisdiction (and, in the case of an actual or potential conflict of interest, one additional counsel to the affected Lenders, taken as a whole).

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 and other charges of an external counsel for the Administrative Agent (including all costs and expenses incurred by which shall be the Administrative Agent and its only counsel in connection Borrower shall be required to reimburse with respect to the perfection and priority initial preparation of the security interests Loan) and Liens granted any special or local counsel to the Administrative Agent pursuant to (on behalf of 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 theretoLenders), in each caseif 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, modifications or waivers or 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 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (after the occurrence of a Default) or the L/C Issuer (including the fees, charges and reasonable disbursements of any one lead counsel for the Administrative Agent, any Lender or the L/C Issuer), Lenders 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 and other charges of one primary counsel for the Administrative Agent (including all costs Agent, and, if necessary, of one appropriate special and expenses incurred local counsel retained by the Administrative Agent and its in each relevant jurisdiction, but not any other separate counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant to Arrangers or 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 theretoLenders), 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 (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, modifications or waivers or 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented out-of-pocket legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as 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 interest 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. The Borrower shall pay (i) the all reasonable and documented invoiced out-of-pocket expenses incurred by the Arrangers, the Administrative Agent, the Collateral Agent and its Affiliates (their Affiliates, including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by Arrangers, the Administrative Agent and its counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Collateral 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 preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or 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 invoiced out-of-pocket expenses incurred by the 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 thereunder, (iii) all out-of-pocket and invoiced expenses incurred by the Arrangers, the Administrative Agent, any the Issuing Lender or the L/C Issuer (Lender, including the fees, charges and disbursements of any one counsel for the Administrative Agent, any the Issuing Lender or the L/C IssuerLender, taken as a whole and, if necessary, of one local counsel in each appropriate jurisdiction (and, to the extent required by the subject matter, one specialized counsel for each such specialized area of law in each appropriate jurisdiction) (and, in the case of a conflict of interest (as determined in the sole discretion of each affected Indemnitee) where the Indemnitee affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee), 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable 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 of Creditany other document referred to therein.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Syndication Agent, any Arranger, the Sustainability Structuring Agent and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including Agent, the Syndication Agent, the Arrangers and the Sustainability Structuring Agent, which shall be limited to one special counsel to all costs and expenses incurred by the Administrative Agent and its such parties and, where appropriate, one local 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 theretoeach applicable jurisdiction), 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 or waivers or 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), which shall be limited to one special counsel to all such parties and, where appropriate, one local counsel in each applicable jurisdiction and shall pay all fees and time charges one additional counsel for attorneys who may be employees each party for whom such joint representation results in a conflict of the Administrative Agentinterest, 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Without limiting the provisions of Section 3.01(c) and (d), this Section 10.04(a) shall not apply with respect to Taxes (including Taxes covered by Section 3.01) other than in respect of a non-Tax claim.

Costs and Expenses. The Borrower shall agrees to pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Lead Arranger, the Administrative Agent Agent, the Issuing Banks and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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 theretoAgent), 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 or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Bank), 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing costs and expenses under this Section 9.05 shall include all due diligence, search, filing, recording, title insurance, printing, reproduction, document delivery, travel, CUSIP, electronic platform, communication costs and appraisal charges and fees and Taxes related thereto, and other out-of-pocket expenses reasonably incurred by the Administrative Agent, any Lender or Issuing Bank (including, in connection with any workout or restructuring, the cost of financial advisors and other outside experts retained by the Administrative Agent). All amounts due under this Section 9.05 shall be payable within 30 days after written demand therefore unless such amounts are being contested in good faith by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all Obligations.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (including all 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 in connection with the perfection and priority of the security interests and Liens granted to any necessary special and/or local counsel for the Administrative Agent pursuant to and the Loan Documents, including, without limitation, complete UCC and Collateral Agent collectively (other lien searches and requests for information listing than the financing statements referenced in Section 4.01(a)(iii)(B) and post filing confirmatory searches and any amendments or modifications theretoallocated costs of internal counsel), in each case, 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, modifications or waivers or other supplements 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), the due diligence undertaken in connection therewith all costs and any other aspect expenses of the TransactionIndependent Valuation Provider, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent or any Lender or the L/C Issuer (Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent or any Lender or the L/C Issuer)Lender, 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iii) and all reasonable out-of-pocket 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 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 Loans or Letters of Creditfees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket invoiced 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 documented invoiced fees, charges and disbursements and other charges of one outside counsel for the Administrative Agent (including all costs and expenses incurred by and, if necessary, one regulatory counsel to the Administrative Agent and its one local 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 theretorelevant jurisdiction), 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 or waivers or 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 out-of-pocket and invoiced out‑of‑pocket expenses incurred by 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 out-of-pocket reasonable and invoiced out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and invoiced fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that pursuant to this clause (iii), the Loan Parties shall not be required to reimburse such fees, charges and disbursements of more than (A) one counsel to the Administrative Agent (and one regulatory counsel to the Administrative Agent and one local counsel to the Administrative Agent in 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 Lenders would be inappropriate due to the existence of an actual conflict of interest, in which case the Loan Parties shall also be required to reimburse the fees, charges and disbursements of one counsel to such affected Lenders.

Costs and Expenses. The Borrower Each Loan Party shall jointly and severally pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (a) the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent 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 all costs abstracts, abstractors’ certificates and expenses incurred by the Administrative Agent uniform commercial code searches; (f) judgment 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 tax lien searches for Borrower and requests for information listing the financing statements referenced in Section 4.01(a)(iii)(Beach Guarantor; (g) escrow fees; (h) fees and post costs of environmental investigations site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing confirmatory searches and any amendments or modifications theretorecording fees; and (k) loan brokerage fees), 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 or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (including Agent), and shall pay all costs fees and expenses incurred by time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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 or waivers or 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 out-of-pocket expenses incurred by the 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 thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents engaged periodically to perform audits of the Loan Parties’ books, records and business properties provided that as long as there exists no Event of Default or Potential Default, the Borrower shall not be obligated to pay more than $15,000.00 in any fiscal year for expenses incurred under this clause (iv).

Costs and Expenses. The Borrower shall (a) pay (i) or reimburse the Agent and the Arrangers for all their respective reasonable and 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 Agent (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 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, waivers supplement or other supplements of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (b) pay or reimburse the due diligence undertaken in connection therewith Agent and any other aspect of the TransactionL/C Issuer only, (ii) 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 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, Swing Line Lender, L/C Issuer, the Agent and (iii) the Arrangers for all their out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 any rights (A) under this Agreement, the other Loan Documents and any such other documents and in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or and Letters of Credit issued hereunderunder this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or and Letters of Credit, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender. Swing Line Lender, L/C Issuer and the Agent, and (d) to pay, indemnify, or reimburse each Lender, Swing Line Lender, L/C Issuer, and the Agent for, and hold each Lender, Swing Line Lender, L/C Issuer, and the Agent harmless from, any and all recording and filing fees and 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 Agreement the other Loan Documents and any such other documents.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-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 Agent (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 theretoAgent), 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 or waivers or 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 out-of-out of pocket expenses incurred by 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 out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the 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 the any L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) to the extent not 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 the Administrative Agent, any L/C Issuer and any Lender, whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Co-Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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, Lead Arrangers 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 any amendments, modifications, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not including legal expenses limited to the transactions contemplated hereby or thereby shall be consummatedreasonable and documented out-of-pocket fees, disbursements and other charges of one outside counsel for the Administrative Agent, Collateral Agent, Co-Collateral Agent and Lead Arrangers collectively), the due diligence undertaken subject to any limitation previously agreed in connection therewith and any other aspect of the Transactionwriting, (ii) all reasonable and documented out-of-pocket expenses incurred by the 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, (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Collateral Agent, the Co-Collateral Agent and the Lenders (including legal expenses limited to the reasonable and documented out-of-pocket fees, disbursements and other charges and disbursements of any one outside counsel for the Administrative Agent, any Lender or the L/C Issuer)Collateral Agent, the Co-Collateral Agent and shall pay all fees and time charges for attorneys who may be employees the Lead Arrangers collectively (and, in the case of an actual conflict of interest where the Administrative Agent, the Collateral Agent or any Lender or Lead Arranger affected by such conflict informs the L/C Issuer Obligors of such conflict in writing and thereafter retains its own counsel, another firm of outside 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 Documents, including its rights under this Section 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable and documented out-of-pocket 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 of Creditany other document referred to therein.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Joint Lead Arrangers, the Administrative Agent and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs Joint Lead Arrangers and expenses incurred by the Administrative Agent Agent, such legal fees to be limited to, unless a conflict of interest exists, as reasonably determined by any Joint Lead Arranger or the Administrative Agent, one counsel for the Joint Lead Arrangers and its the Administrative Agent, taken as a whole, and, if necessary, one firm of local counsel in connection with each relevant jurisdiction for the perfection Joint Lead Arrangers and priority of the security interests and Liens granted to the Administrative Agent pursuant to the Loan DocumentsAgent, 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 theretotaken as a whole), 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 or waivers or 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Swing Line Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, the Swing Line Lender or the any L/C Issuer), and shall pay all out-of-pocket fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the Swing Line Lender or the any L/C Issuer 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 11.04Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower Each Loan Party shall jointly and severally pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including (a) the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent 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 all costs abstracts, abstractors’ certificates and expenses incurred by the Administrative Agent uniform commercial code searches; (f) judgment 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 tax lien searches for Borrower and requests for information listing the financing statements referenced in Section 4.01(a)(iii)(Beach Guarantor; (g) escrow fees; (h) fees and post costs of environmental investigations site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; and (j) filing confirmatory searches and any amendments or modifications theretorecording fees), in each case, 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, modifications or waivers or 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 out-of-pocket expenses incurred by 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-pocket expenses incurred by the Administrative Agent, any Lender or the 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. (i) The Borrower Loan Parties shall pay (iA) the all reasonable and 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 Agent (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 theretoAgent), 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 or waivers or 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, (iiB) all reasonable out-of-pocket expenses incurred by 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 (iiiC) all out-of-pocket expenses incurred by the Administrative Agent, any Lender Agent or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender Agent or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender Agent or the L/C Issuer Issuer, in connection with the enforcement or protection of its rights (A1) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04Section, or (B2) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (ii) The Loan Parties shall pay all out-of-pocket expenses incurred by any Lender (limited in the case of fees, charges and disbursements of counsel, to one counsel for the Lenders, as a whole, except in the case of an actual conflict of interest, in which case the Loan Parties shall be required to reimburse the fees, charges and disbursements of one additional counsel to similarly situated Lenders that have such conflict) in connection with the enforcement or protection of its rights (i) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (ii) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay or cause the applicable Loan Party to pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Arrangers, the Bookrunners, the Syndication Agent, the Co-Documentation Agents and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of one primary transaction counsel (plus local counsel in each applicable jurisdiction) for the Administrative Agent (including and/or the Collateral Agent, all costs fees and expenses incurred by time charges for attorneys who may be employees of the Administrative Agent and its counsel and/or 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 perfection obtaining and priority maintaining of CUSIP numbers for 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)(BLoans) 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 Documents, or in connection with any amendmentsamendment, modificationsamendment and restatement, waivers modification or other supplements waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken including in connection therewith with post-closing searches to confirm that security filings and any other aspect of the Transactionrecordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer any Receiver (including the fees, charges and disbursements of any one primary counsel (plus local or special counsel in each applicable jurisdiction) for the Administrative Agent, any Lender or Agent and/or the L/C Issuer), Collateral Agent (and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent and/or the Collateral Agent) and one primary counsel (plus local or special counsel in each applicable jurisdiction) for the Lenders, and one primary counsel (plus local or special counsel in each applicable jurisdiction) for any Lender or the L/C Issuer Receiver), 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 11.0411.03, or (B) in enforcing, preserving and protecting, or attempting to enforce, preserve or protect its interests in the Collateral or (C) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters and (iv) all documentary and similar taxes and charges in respect of Creditthe Loan Documents.

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Arrangers, the Co-Managers and the Administrative Agent Agents and its their Affiliates (including the reasonable and documented fees, charges and disbursements of a single counsel (and other charges of counsel any appropriate local counsel) for the Administrative Agent (including all costs Arrangers, the Co-Managers 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 theretoAgents), in each case, in connection with the syndication of the credit facilities provided for herein, herein and the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, waivers or other supplements of (it being understood that such amounts shall be paid on the provisions hereof or thereof Restatement Effective Date (so long as invoices in reasonable detail shall have been provided to the Company at least three (3) Business Days prior to the Restatement Effective Date) (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 out-of-pocket and documented out‑of‑pocket expenses incurred by the Administrative Agents and their respective Affiliates (including the reasonable fees, charges and disbursements of a single counsel (and any appropriate local counsel) for the Administrative Agents), in connection with the administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (including, for the avoidance of doubt, in connection with any amendment to implement the Flex Provisions) (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) 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 issued by such L/C Issuer or any demand for payment thereunder and (iiiiv) all out-of-pocket out‑of‑pocket expenses incurred by any of the Administrative AgentAgents, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for any of the Administrative AgentAgents, any Lender or the 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of one outside counsel and other charges of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent (including but only one of each type of counsel for 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 theretosuch Persons together), in each case, 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, modifications or waivers or 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 the L/C Issuer any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender Issuing Bank or the L/C Issuer (any Lender, including the reasonable and documented fees, charges and disbursements of one outside counsel (and of any necessary special and/or local counsel for the Administrative Agent, the Collateral Agent and each Issuing Bank as well as one outside counsel for the Lenders and additional counsel should any Lender or the L/C Issuer)conflict of interest arise, 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of such Loans any security interest contemplated by any Security Document or Letters of Creditany other document referred to therein.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel and other charges of counsel outside consultants for the Administrative Agent (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)(BAgent) 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 (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, modifications or waivers of or other supplements of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection therewith and with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other aspect of the Transactiondocument referred to therein, (iiiii) all reasonable out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative any Agent, the Issuing Bank or any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative any Agent, the Issuing Bank or any Lender or 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 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 11.04, 12.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 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 are incurred or payable by any Person in connection with any assignment referred to in Section 12.04(b), any participation referred to in Section 12.04(d) or any pledge or security interest referred to in Section 12.04(f).

Costs and Expenses. The Whether or not the transactions contemplated hereby shall be consummated, each Borrower shall agrees to pay promptly: (ia) all the actual and reasonable and documented out-of-pocket costs and expenses incurred of preparation of the Loan Documents and any consents, amendments, waivers, or other modifications thereto; (b) the reasonable fees, expenses, and disbursements of counsel to the Agent in connection with the negotiation, preparation, execution, and administration of the Loan Documents and any consents, amendments, waivers, or other modifications thereto and any other documents or matters requested by the Administrative Agent Borrowers; (c) all other actual and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all out-of-pocket costs and expenses incurred by the Administrative Agent and its counsel in connection with the perfection and priority establishment of the security interests and Liens granted to the Administrative Agent pursuant to the Loan DocumentsLoan, 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 hereinCommitments and the negotiation, the preparation, negotiation, execution, delivery and administration execution of this Agreement and the other Loan Documents or and any consents, amendments, modificationswaivers, waivers or other supplements of the provisions hereof or thereof (whether or not modifications thereto and the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith thereby; and any other aspect of the Transaction, (iid) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all reasonable attorneys’ fees and time charges for costs, which attorneys who may be employees of the Administrative Agent, Agent or any Lender and the fees and costs of appraisers, brokers, investment bankers or other experts retained by the L/C Issuer Agent or any Lender) incurred by the Agent or any Lender in connection with (i) the enforcement of or protection preservation of its rights under any of the Loan Documents against the Borrowers or any other Person, or the administration thereof, (Aii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings, and (iii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrowers, except to the extent arising out of the Agent’s or any Lender’s bad faith, gross negligence, willful misconduct or material breach of this Agreement or any other Loan DocumentsDocument, including its rights under as finally determined by a court of competent jurisdiction. The covenants of this Section 11.04, shall survive payment or (B) in connection satisfaction of payment of amounts owing with Loans made or Letters respect to the Notes. The amount of Credit issued hereunder, including all such out-of-pocket expenses incurred during shall, following demand therefor and until paid, bear interest at the rate applicable to principal hereunder (including the Default Rate) and be an Obligation secured by any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCollateral.

Costs and Expenses. The Borrower shall pay (i) the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented feesCompany shall, charges and disbursements and other charges of counsel for the Administrative Agent (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, waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated: (a) pay or reimburse BofA (including in its capacity as Agent) within twenty Business Days after demand (subject to subsection 4.01(f), the due diligence undertaken in connection therewith ) for all costs and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer BofA (including in its capacity as Agent) in connection with the issuancedevelopment, preparation, delivery, administration and execution of, and any amendment, renewal supplement, waiver or extension modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of any Letter of Credit the transactions contemplated hereby and thereby, including the reasonable Attorney Costs incurred by BofA (including in its capacity as Agent) with respect thereto; (b) pay or any reimburse each Bank and the Agent within twenty Business Days after demand (subject to subsection 4.01(f)) for payment thereunder all costs and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 them in connection with the enforcement enforcement, attempted enforcement, or protection preservation of any rights or remedies (including in connection with any "workout" or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding) under this Agreement, any other Loan Document, and any such other documents, including Attorney Costs incurred by the Agent and any Bank; and (c) pay or reimburse BofA (including in its rights capacity as Agent) within twenty Business Days after demand (Asubject to subsection 4.01(i)) for all audit, environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by BofA (including in its capacity as Agent) in connection with this Agreement the matters referred to under subsections (a) and the other Loan Documents, including its rights under (b) of this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit10.04.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (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 theretoAgent), in each case, 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, modifications or waivers or 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) to the extent not already paid pursuant to Section 2.03, all reasonable and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or 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 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing, the obligation to reimburse the Lenders and the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to one separate law firm for the Administrative Agent, the Lenders and the L/C Issuer in each relevant jurisdiction (unless there shall exist an actual conflict of interest among the Administrative Agent, the Lenders and the L/C Issuer, in which case, one or more additional law firms shall be permitted to the extent necessary to eliminate such conflict).

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative each Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest) for the Administrative Agent (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 theretosuch Agent), 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 or waivers or 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 Transactionthereof, (ii) all reasonable out-of-pocket costs and expenses incurred by the L/C Issuer any 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 documented out-of-pocket costs and expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender or the L/C Issuer (including the fees, charges and disbursements of any not more than one counsel per jurisdiction (unless multiple counsels are necessary to avoid conflicts of interest) for the Administrative each such Agent, any Lender Issuing Bank or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein and all 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.

Costs and Expenses. The Borrower shall pay (i) the reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented feesshall, charges and disbursements and other charges of counsel for the Administrative Agent (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, waivers or 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, : (iia) pay or reimburse on demand for all reasonable out-of-pocket costs and expenses incurred by the L/C Issuer Agent, the Arranger and the Syndication Agent, in connection with the issuancedevelopment, preparation, delivery, administration, syndication of the Commitments and Loans under and execution of, and, in the case of the Agent and the Arranger, any amendment, renewal supplement, waiver or extension modification to (in each case, whether or not consummated), this Agreement, any other Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of any Letter of Credit the transactions contemplated hereby and thereby, including the Attorney Costs incurred by the Agent and the Arranger with respect thereto; (b) pay or any reimburse each Lender, each Issuing Lender and the Agent on demand for payment thereunder all reasonable costs and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 them in connection with the enforcement enforcement, attempted enforcement, or protection preservation of its any rights or remedies (A) including in connection with any "workout" or restructuring regarding the Loans, and including in any Insolvency Proceeding) under this Agreement and (including the guaranty contained in Article X), any other Loan DocumentsDocument, and any such other documents, including Attorney Costs incurred by the Agent, each Issuing Lender and any Lender and any reasonable cost of any consultants retained by the Agent in connection therewith; and (c) pay or reimburse the Agent and each Issuing Lender on demand for all appraisal (including, without duplication, the allocated cost of internal appraisal services), audit, environmental inspection and review (but, in the case of any such environmental inspection or review, only to the extent that a notice has been delivered pursuant to Section 7.03(c) or Holdings or any of its rights under this Subsidiaries shall be in violation of Section 11.047.07 to the extent that such violation relates to any Environmental Law or Environmental Claim) (including, without duplication, the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or (B) sustained by the Agent in connection with Loans made or Letters the matters referred to under paragraph (b) of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthis Section 12.04.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable and 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 one outside counsel for the Administrative Agent and the Collateral Agent (including but only one counsel for 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 theretosuch Persons together), in each case, 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, modifications or waivers or 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 the L/C Issuer any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and thereunder, (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender Issuing Bank or any Lender, including, but limited in the L/C Issuer (including case of legal expenses to, the reasonable and documented out-of-pocket fees, charges and disbursements of any one outside counsel for the Administrative Agent and each Issuing Bank as well as one outside counsel for the Lenders and, in the case of actual conflict of interest where the Administrative Agent, any Lender Issuing Bank or 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 affected by such conflict informs the L/C Issuer Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Person, 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 11.049.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges (other than Taxes or Other Taxes which shall only be indemnified by the Borrower to the extent provided in Section 2.16, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) reasonably incurred by the Collateral Agent 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, limited in the case of Creditlegal expenses to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Collateral Agent. For the avoidance of doubt, to the extent no Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any costs, fees or expenses of the Agent-Selected Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F) in excess of the IVP Supplemental Cap.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket 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 Agent (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 theretoAgent), in each case, in connection with the syndication of the credit facilities provided for hereinLoans, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Documents, or any amendments, modifications, modifications or waivers or 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 out-of-pocket and documented out‑of‑pocket expenses incurred by the 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 out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any a single counsel for the Administrative Agent, any Lender or the any L/C Issuer, taken as a whole, (unless there is an actual or perceived conflict of interest, in which case such affected Person, taken as a whole, may be reimbursed for one additional counsel)), and and, during the continuance of an Event of Default, shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the any L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any other Loan Party as a debtor thereunder).

Costs and Expenses. The Borrower shall pay (a) Duratek will promptly pay, or reimburse, without duplication: (i) the all reasonable and documented out-of-pocket expenses incurred by of the Administrative Agent and its Affiliates (including or the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Collateral Agent (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 Documentspreparation, includingstructuring, 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 preparationdue diligence, negotiation, execution, delivery delivery, syndication and administration of this Agreement and the other Loan Documents or any amendmentsand the transactions related hereto, modifications, waivers or other supplements contemplated hereunder and thereunder and the making of the provisions hereof or thereof initial Loans hereunder (whether or not the transactions contemplated hereby or thereby shall be consummatedsuch Loans are made), including, but not limited to, the due diligence undertaken in connection therewith reasonable fees and any other aspect disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, special counsel for the Transaction, Arranger; (ii) all reasonable out-of-pocket expenses incurred by of the L/C Issuer Administrative Agent or the Collateral Agent in connection with the issuanceadministration of the transactions contemplated in this Agreement or the other Loan Documents, amendmentthe restructuring and “work out” of such transactions and the preparation, renewal or extension negotiation, execution and delivery of any Letter waiver, amendment or consent, whether or not such waiver, amendment or consent shall become effective, by the Administrative Agent and the Lenders relating to this Agreement or the other Loan Documents, including, but not limited to, the reasonable fees and disbursements of Credit any experts, agents or consultants and of special counsel for the Administrative Agent or the Collateral Agent (limited to one outside counsel to the Administrative Agent and the Collateral Agent and such local counsel as may be necessary for the Administrative Agent and the Collateral Agent), but excluding any demand for payment thereunder and assignment fee pursuant to Section 11.5(b) hereof; and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender Agent or the L/C Issuer Collateral Agent and the Lenders in connection with the enforcement or protection of its rights (A) in connection with this Agreement and or the other Loan DocumentsDocuments and all out-of-pocket costs and expenses of collection if an Event of Default occurs in the payment of the Loans or the other Obligations, including its rights under this Section 11.04whether in any action, suit or litigation, or (B) any bankruptcy, insolvency, liquidation, or other similar proceeding affecting creditors’ rights generally, which in connection with Loans made or Letters of Credit issued hereunder, including all such each case shall include reasonable fees and out-of-pocket expenses incurred during of one respective outside counsel and such local counsel as may be necessary for the Administrative Agent, the Collateral Agent and the Lenders. (b) Duratek also agrees not to assert any workoutclaim against any Agent, restructuring any Lender or negotiations in respect any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Commitments, the actual or proposed use of the proceeds of any Loan, the Loan Documents or any of the transactions contemplated by the Loan Documents. (c) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loans or Letters of CreditLoan Party by the Administrative Agent.

Costs and Expenses. The Borrower shall pay (i) the reasonable and all 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 and documented fees, charges and disbursements and other charges of one (1) outside counsel for the Administrative Agent (including all costs and expenses incurred to the extent deemed reasonably necessary by the Administrative Agent and its the Collateral Agent, one (1) local 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 theretoeach relevant jurisdiction), 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 or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the ) and reasonable and customary due diligence undertaken in connection therewith and any other aspect of the Transactionexpenses, (ii) all reasonable reasonable, documented out-of-pocket fees and expenses incurred by the 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Agent, any Lender or the 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit or (C) in connection with any aspect of the Transaction or any of the other transactions contemplated thereby. The Borrower and the other Loan Parties hereby acknowledge that the 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 such counsel may receive on account of their relationship with any of the foregoing including, without limitation, fees paid in connection hereto.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented invoiced out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary and its each Lender and their respective Affiliates (including the reasonable and documented invoiced fees, charges and out-of-pocket disbursements and other charges of outside counsel for the Administrative Agent (including all costs Agent, the Collateral Administrator, the Collateral Custodian 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 theretoSecurities Intermediary), 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 or waivers or 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 out-of-pocket expenses incurred by 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 invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary or any Lender or the L/C Issuer (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral Administrator, the Collateral Custodian, the Securities Intermediary or any Lender or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans Loans. Notwithstanding and in addition to the foregoing, the Borrower shall bear the costs and expenses of the Administrative Agent for all audits and inspections permitted by Section 6.10, Section 8.09 and Section 13.06, subject to a maximum of $25,000 per annum of such costs and expenses in the aggregate, and any additional audits, inspections, costs or Letters expenses in excess of Credit$25,000 per annum shall be for the account of the Administrative Agent; provided that during the continuance of an Event of Default, the Borrower shall be required to bear the expense of all such inspections and audits.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and 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 Agent (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 theretoAgent), 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 Credit Documents or any amendments, modifications, modifications or waivers or 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) 50% of all reasonable out-of-pocket expenses incurred by the L/C Issuer Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the issuancesyndication of the credit facilities provided for herein, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all actual out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or the L/C IssuerLender), 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 Credit Documents, including its rights under this Section 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such actual out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, (iv) the Borrowers shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Credit Documents or the other documents to be delivered hereunder or thereunder or the funding or maintenance of Loans hereunder and (v) in connection with the Administrative Agent’s diligence with respect to the Collateral or Letters proposed Collateral, the Borrowers shall pay the asset management fees described in paragraph (e) of Creditthe Fee Letter, the Administrative Agent’s legal fees and expenses provided for in paragraph (d) of the Fee Letter and any amounts required by Section 10.27. The provisions of this Section shall survive the termination of this Agreement and the payment in full of the Obligations.

Costs and Expenses. The Borrower shall pay (i) the all reasonable documented and 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 Agent (including all costs and expenses incurred by the Administrative Agent, the Collateral Agent and its their Affiliates, including the reasonable fees, charges and disbursements of up to one counsel in connection with the perfection and priority of the security interests and Liens granted to for the Administrative Agent pursuant to and the Loan Documents, including, without limitation, complete UCC and Collateral Agent collectively (other lien searches and requests for information listing than the financing statements referenced in Section 4.01(a)(iii)(B) and post filing confirmatory searches and any amendments or modifications theretoallocated costs of internal counsel), in each case, 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, modifications or waivers or other supplements 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), the due diligence undertaken in connection therewith all costs and any other aspect expenses of the TransactionIndependent Valuation Provider, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative AgentAgent or any Lender, any Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative AgentAgent or any Lender, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iii) and all reasonable out-of-pocket 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 the Independent Valuation Provider incurred pursuant to Sections 5.06(b) and 5.12(b)(iii) in excess of the greater of (x) $200,000 or (y) .05% of the Total Commitments, in each case in the aggregate incurred for all such Loans or Letters of Creditfees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Each Borrower shall pay (ia) the all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates Agents or any Lender (including the all reasonable and documented fees, charges costs and disbursements and other charges expenses of counsel for any Senior Secured Party and a financial advisor for the Administrative Agent (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 theretoAgent), in each case, in connection with the syndication of the credit facilities provided for herein, (i) the preparation, negotiation, executionsyndication, execution and delivery and administration of this Agreement and the other Loan Financing Documents or any amendments, modifications, waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated), the due diligence undertaken in connection therewith and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred the negotiation, preparation and filing and recordation of the Financing Documents, the Interim Order and the Final Order, (iii) any amendments, modifications or waivers of the provisions of this Agreement, the other Financing Documents, the Interim Order and the Final Order, (iv) the administration of this Agreement, the other Financing Documents, the Interim Order and the Final Order, (v) the obtaining of approval of the Financing Documents by the L/C Issuer in connection with Bankruptcy Court, (vi) the issuancepreparation and review of pleadings, amendmentdocuments and reports related to any Chapter 11 Case or any subsequent case under Chapter 7 of the Bankruptcy Code, renewal attendance at meetings, court hearings or extension conferences related to any Chapter 11 Case or any subsequent case under Chapter 7 of the Bankruptcy Code and (vii) general monitoring of any Letter of Credit Chapter 11 Case or any demand for payment thereunder subsequent case under Chapter 7 of the Bankruptcy Code and (iiib) all out-of-pocket expenses incurred by the Administrative Agent, Agents or any Lender or the L/C Issuer (including the all fees, charges costs and disbursements expenses of any counsel for the Administrative Agent, any Lender or the L/C IssuerSenior Secured Party), 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 Financing Documents, including its rights under this Section 11.0411.07, or (B) including in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthe Obligations.

Costs and Expenses. The Borrower shall pay pay, on a monthly basis (and in any event promptly following receipt of invoices in respect thereof), without the requirement of prior Bankruptcy Court approval and whether incurred before or after the Petition Date, (i) the reasonable and documented out-of-all out of pocket expenses incurred by the Administrative Agent Agent, Arranger and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel and the Financial Advisor for the Administrative Agent (including all costs and expenses incurred by the Administrative Agent and its counsel Arranger), in connection with the perfection Chapter 11 Cases and priority the restructuring contemplated by the Approved Plan of the security interests and Liens granted to the Administrative Agent pursuant to the Loan DocumentsReorganization, 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 or waivers or 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 out-of-out of pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, Arranger, any Lender or the L/C Issuer (including engineering charges and the fees, charges and disbursements of any counsel or the Financial Advisor for the Administrative Agent, Arranger, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, Arranger, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. No attorney or advisor to the Administrative Agent, any Lender or the L/C Issuer shall be required to file an application seeking compensation for services or reimbursement of expenses with the Bankruptcy Court.

Costs and Expenses. The Without limiting any other Loan Document, the Borrower shall pay (i) the all reasonable and 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 and other charges of one counsel, taken as a whole, and, if applicable, one local counsel in each material jurisdiction, for the Administrative Agent (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 theretoAgent), 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 or waivers or 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 the 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any one counsel for the Administrative Agent, any Lender or the Lenders and the L/C IssuerIssuers, taken as a whole, and, if applicable, one local counsel in each material jurisdiction), 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and including, in each case under clauses (i) through (iii) above, as applicable, (1) appraisal and re-appraisal costs, to the extent required to be paid by the Borrower, and survey costs; (2) title insurance charges and premiums; (3) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (4) judgment and tax lien searches; (5) escrow fees; (6) fees and costs of environmental investigations, site assessments and remediations; (7) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (8) filing and recording fees; (9) loan brokerage fees; (10) actual and reasonable fees and costs in connection with the addition or release of any Real Property Asset as a Borrowing Base Asset; and (11) actual and reasonable fees and costs in connection with any Mortgage with respect to such Borrowing Base Asset.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel and other charges of counsel outside consultants for the Administrative Agent (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)(BAgent) 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 (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, modifications or waivers of or other supplements of consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken (ii) all costs, expenses, Taxes, assessments and other charges incurred by any Agent or any Lender in connection therewith and with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other aspect of the Transactiondocument referred to therein, (iiiii) all reasonable out-of-pocket expenses incurred by the L/C Issuer any 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 out-of-pocket expenses incurred by the Administrative any Agent, any Issuing Bank or any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative any Agent, any Lender Issuing Bank or 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 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 11.04, 12.03 or (B) in connection with the Loans made or Letters of Credit issued hereunder, including including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 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 are incurred or payable by any Person in connection with any assignment referred to in Section 12.04(b), any participation referred to in Section 12.04(d) or any pledge or security interest referred to in Section 12.04(f).

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Initial Lenders, the Agents and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of (x) one primary firm of counsel for the Administrative Agent Initial Lenders, (including all costs and expenses incurred by the Administrative Agent and its y) one primary firm of counsel in connection with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant Agents and (z) one firm of local counsel to the Loan Documents, including, without limitation, complete UCC Initial Lenders 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), Agents in each caseapplicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, execution and delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) (provided that the Loan Parties’ obligations under this clause (a)(i) in respect of such fees, the due diligence undertaken in connection therewith charges and any other aspect disbursements of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer counsel in connection with the issuancepreparation, amendmentnegotiation, renewal or extension execution and delivery of any Letter this Agreement and the other Loan Documents, and under Section 9 of Credit or any demand for payment thereunder the Note Purchase Agreement, shall not exceed $300,000 in the aggregate) and (iiiii) all out-of-pocket expenses incurred by the Administrative AgentLenders, any Lender or the L/C Issuer Agents and their respective Affiliates (including the fees, charges and disbursements of any counsel for the Administrative AgentLenders, any Lender or the L/C IssuerAgents and their respective Affiliates), 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loans; provided that nothing herein shall require any Loan Party to pay any of the foregoing in connection with a dispute solely among the Initial Lenders, the Agents and their respective Affiliates (other than such Loans disputes involving claims against an Agent in its capacity as such) that does not involve an act or Letters omission by the Borrower or any of Creditits Subsidiaries.

Costs and Expenses. The Borrower Borrowers shall pay (ia) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their Affiliates (including the all reasonable and documented fees, charges and expenses, disbursements and other charges of one law firm or other external counsel for the Administrative Agent Agent, the Arranger and their Affiliates (including all costs with exceptions for conflicts of interest) and expenses incurred by one local law firm or other external counsel for the Administrative Agent Agent, the Arranger 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), their Affiliates in each caserelevant jurisdiction and with respect to each relevant specialty), 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 or waivers or 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, (iib) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer Swingline Lender in connection with the extension of any Swingline Loan or any demand for payment thereunder, (c) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iiid) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Swingline Lender, any Lender or the L/C Issuer Issuing Bank (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative AgentSwingline Lender, any Lender or the L/C Issuer Issuing Bank), in connection with the enforcement or protection of its rights after and during the continuance of an Event of Default (Ai) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.049.04, or (Bii) in connection with the Advances or Swingline Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances, Swingline Loans or Letters of Credit. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 9.04 shall be payable within ten (10) Business Days after Borrower Representative’s receipt of a reasonably detailed invoice therefor. The agreements in this Section 9.04 shall survive Security Termination.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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)(Bcounsel) 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 or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that if the Funding Date occurs, the due diligence undertaken in connection therewith and any other aspect such amounts incurred as of the TransactionFunding Date shall be deducted from the initial Advance hereunder (if any); provided further that the Borrower shall pay all fees and expenses under this clause (i) no later than the earlier of (x) the date of the initial Advance hereunder (if any) and (y) September 30, 2012, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder Agents and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer their Affiliates (including the fees, charges and disbursements of counsel) in connection with the ongoing review of the materials delivered pursuant to Sections 3.2(cc), 3.2(dd), 3.3(h) and 3.3(i), (iii) during the continuance of any counsel for the Administrative AgentDefault, all reasonable and documented out-of-pocket expenses incurred by any Agent and any Lender or 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 11.04Section, or (B) and those of any Agent in connection with Loans the Advances made or Letters of Credit issued hereunder, including hereunder and (iv) all such reasonable and documented out-of-pocket expenses incurred during by the Administrative Agent in connection with the enforcement or protection of its rights under Section 5.12. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes reasonably related thereto, [______]*, and other reasonable out-of-pocket expenses incurred by any workoutAgent and in connection with the enforcement or protection of its rights. The Agents each agree to use commercially reasonable efforts, restructuring or negotiations whenever practicable if expected expenses in respect of any matter will likely be significant, to consult with the Borrower and advise the Borrower of projected amounts of such Loans or Letters expenses prior to incurring the same. All amounts due under this Section 9.4 shall be payable within [__________]* after demand therefor. The agreements in this Section shall survive the termination of Creditthe Commitments and repayment of all other Obligations.

Costs and Expenses. The Borrower Loan Parties shall joint and severally pay (i) the reasonable and documented all reasonable, invoiced out-of-pocket expenses incurred by the Administrative Agent (including reasonable and its documented fees and expenses of Xxxxxxxxx & Xxxxxxx LLP and local bankruptcy counsel to the Administrative Agent) and the Backstop Party and their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs fees and expenses incurred by of PJT Partners LP under the Administrative Agent PJT Letter Agreement, O’Melveny & Xxxxx LLP 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 DocumentsXxxxxxxx Xxxxxx & Finger, 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 theretoP.A.), in each case, in connection with (A) the syndication of the credit facilities Loans provided for herein, (B) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or and the on-going administration of the Loan Documents (including any amendments, modifications, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated)) and the Chapter 11 Cases, and (C) the due diligence undertaken in connection therewith and any other aspect creation, perfection or protection of the Transactionliens under the Loan Documents (including all search, filing and recording fees); and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuanceactual, amendmentinvoiced, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent (including reasonable and documented fees and expenses of Xxxxxxxxx & Xxxxxxx LLP and local bankruptcy counsel to the Administrative Agent) and the Backstop Party and, during the existence of an Event of Default, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative AgentAgent and professional advisors to the Backstop Party (including PJT Partners LP under the PJT Letter Agreement, any Lender or the L/C Issuer)O’Melveny & Xxxxx LLP, and shall pay all fees and time charges for attorneys who may be employees of the Administrative AgentXxxxxxxx Xxxxxx & Finger, any Lender or the L/C Issuer P.A.)) 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 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring restructuring, refinancing or negotiations in respect of such Loans, and (C) any legal proceedings relating to or arising out of the Loans or Letters of Creditthe other transactions contemplated by this Agreement and the other Loan Documents, including the Chapter 11 Cases.

Costs and Expenses. The Borrower Credit Parties shall pay (i) the all reasonable and 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 and other charges of counsel for the Administrative Agent (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)(BAgent) 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 Credit Documents or any amendments, modifications, modifications or waivers or 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 the 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 (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer 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 L/C Issuer), and Issuing Bank (which shall pay be limited to one primary counsel to all fees and time charges for attorneys who may be employees 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 Lender relevant jurisdiction and, in the case of an actual or the L/C Issuer 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 11.0411.2, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay or reimburse (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its the Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of one counsel for the Administrative Agent (including all costs and expenses incurred by the Administrative Agent and its counsel in connection together with the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant to the Loan Documentsone local counsel, 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)if necessary, in each caserelevant jurisdiction for the Lead Arrangers and the Administrative Agent)), in connection with the syndication of the credit facilities Facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modificationsmodifications or waivers (including proposed amendments, waivers modifications or other supplements waivers) 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 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the L/C Issuer and their respective Affiliates (including, without limitation, the reasonable fees and disbursements of one counsel (together with one local counsel, if necessary, in each relevant jurisdiction and another counsel if an actual conflict of interest exists among the Administrative Agent, the Collateral Agent, the L/C Issuer, the Lenders and their respective Affiliates) for the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer and their respective Affiliates taken together), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Sole Lead Arranger, the Administrative Agent, the Collateral Agent and its their respective Affiliates (including including, but not limited to, the reasonable and documented fees, charges and disbursements and other charges of counsel for the Sole Lead Arranger, the Administrative Agent (including all costs and/or the Collateral Agent and expenses incurred by the Administrative Agent and its counsel in connection with the perfection and priority of the security interests and Liens granted due diligence prior to the Administrative Agent pursuant to the Loan DocumentsEffective Date and travel, includingcourier, without limitationreproductions, complete UCC printing and other lien searches and requests for information listing the financing statements referenced in Section 4.01(a)(iii)(Bdelivery expense) 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 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 Documents, including any Collateral Audit, or any amendments, modificationsmodifications or waivers (including, waivers or other supplements without limitation, proposed amendments, proposed modifications and proposed waivers) of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken including in connection therewith with post-closing searches to confirm that security filings and recordations have been properly made and including any other aspect costs and expenses of the Transactionservice provider referred to in Section 9.03, (ii) all reasonable out-of-pocket expenses incurred by the 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, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer Issuing Bank (including including, but not limited to, the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the L/C Issuer Issuing Bank), in connection with (I) the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.0410.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (II) the exercise of its rights under Section 5.07(a) if at such time an Event of Default shall have occurred and be continuing and (iv) all documentary and similar taxes and charges in respect of the Loan Documents.

Costs and Expenses. The Borrower shall pay (i) the reasonable and all 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 Agent (including Agent), and shall pay all costs reasonable and expenses incurred by documented fees and time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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 or waivers or 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 documented out-of-pocket expenses incurred by the 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 thereunder, (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Lender (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable and documented out-of-pocket expenses of the Administrative Agent's regular employees and agents engaged periodically to perform audits of the Loan Parties' books, records and business properties.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including but not limited to expenses associated with the syndication of the Facilities, due diligence efforts, the reasonable and documented fees, charges and disbursements of counsel, limited to a single counsel and, in each relevant jurisdiction, a single local counsel and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by the Administrative Agent and its one additional local counsel in connection with each applicable jurisdiction for any such person in the perfection and priority event of the security interests and Liens granted to the Administrative Agent pursuant to the Loan Documentsa conflict of interest, (including, without limitation, complete UCC reasonable 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 theretoactual travel expenses), 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 or waivers or 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Lenders and the L/C Issuer)Issuers (but limited to the fees, disbursements, and shall pay all fees and time other charges of a single law firm for attorneys who may be employees of the Administrative Agent, any Lender or the Lenders and the L/C Issuer Issuers and, in each relevant jurisdiction, a single local counsel, in each case, representing the Administrative 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 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall Xxxxxxxx agrees to pay or reimburse each of the Agents and the Lenders for: (iI) the all reasonable and documented out-of-pocket costs and expenses incurred by of the Agents and the Lenders (including the reasonable fees and expenses of Xxxxxx & Xxxxxxx LLP, New York counsel to the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Collateral Agent (including all costs or such other external counsel that the Agents may select from time to time) and expenses incurred experts engaged by the Administrative Agent and its counsel Agents or the Lenders from time to time in connection with (A) the perfection and priority of the security interests and Liens granted to the Administrative Agent pursuant to the Loan Documentsnegotiation, 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 performance of this Agreement and the other Loan Financing Documents or any amendments, modifications, waivers or other supplements and the extension of the provisions hereof or thereof credit under this Agreement (whether or not the transactions transaction contemplated hereby or and thereby shall be consummated)) or (B) any amendment, modification or waiver of any of the due diligence undertaken in connection therewith and terms of this Agreement or any other aspect of the Transaction, Financing Documents); (iiII) all reasonable out-of-pocket costs and expenses incurred by of the L/C Issuer Lenders (including payment of the fees provided for herein) and the Agents (including external counsels’ fees and expenses and reasonable experts’ fees and expenses) in connection with (A) any Default or Event of Default and any enforcement or collection proceedings resulting from such Default or Event of Default or in connection with the issuance, amendment, renewal or extension negotiation of any Letter restructuring or “work-out” (whether or not consummated) of Credit the obligations of the Loan Parties under this Agreement or any demand for payment thereunder other Financing Document or Material Project Documents and (iiiB) the enforcement of this Section 10.03 or the preservation of their respective rights; and (III) all out-of-pocket expenses costs, expenses, Taxes, assessments and other charges incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 any filing, registration, recording or protection perfection of its rights any security interest contemplated by any Security Document or any other document referred to therein (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket costs, expenses incurred during any workout, restructuring or negotiations in and other charges procured with respect of such Loans or Letters of Creditto the Liens created pursuant to the Mortgage).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates, including the reasonable and 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 one outside counsel for the Administrative Agent and the Collateral Agent (including but only one counsel for 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 theretosuch Persons together), in each case, in connection with the syndication of the credit facilities facility provided for herein, the preparation, negotiation, execution, delivery preparation and administration of this Agreement and the other Loan Documents or and any amendments, modifications, modifications or waivers or 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 the L/C Issuer any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit by such Issuing Bank or any demand for payment thereunder and thereunder, (iii) all reasonable documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender, including, but limited in the L/C Issuer (including case of legal expenses to, the reasonable and documented out-of-pocket fees, charges and disbursements of any one outside counsel for the Administrative Agent, any each Issuing Bank and each Swingline Lender or as well as one outside counsel for the L/C Issuer)Lenders and, and shall pay all fees and time charges for attorneys who may be employees in the case of actual conflict of interest where the Administrative Agent, any Issuing Bank or any Lender or affected by such conflict informs the L/C Issuer Borrower of such conflict and thereafter retains its own counsel, another firm of counsel for any such affected Person, 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 11.049.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable and documented out-of-pocket costs, expenses, taxes, assessments and other charges reasonably incurred by the Collateral Agent 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 limited in the case of legal expenses to the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel for the Collateral Agent; provided that, notwithstanding the foregoing and anything to the contrary in any Loan Document, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Administrative Agent, the Collateral Agent, any Lender and any of their respective Affiliates (including, but not limited to, their legal fees) in excess of $175,000 in the aggregate on the Effective Date. Unless an Event of Default has occurred and is continuing the Borrower shall not be responsible for the reimbursement for any fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F) in excess of $100,000 in the aggregate incurred for all such Loans or Letters of Creditfess, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent and its Affiliates (including MLPFS and including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs Agent, and expenses incurred of special and local counsel retained by the Administrative Agent and its Agent, but not any other separate 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 theretoLenders), 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 (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, modifications or waivers or 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 out-of-out of pocket expenses incurred by the 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 thereunder; (iii) all out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, provided that the Borrower’s obligations to pay or reimburse for legal fees and expenses pursuant to this clause (iii) shall be limited to the reasonable and documented legal fees and expenses of a single law firm as counsel for the Administrative Agent and one additional law firm as 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 interest and engages its own separate counsel, the reasonable and documented legal fees and expenses of such separate counsel shall also be paid or reimbursed, and (iv) all out of pocket expenses incurred by any Term Loan Lender and their respective Affiliates in connection with review, administration or negotiation of this Agreement, in an aggregate amount, including amounts paid under Section 4.01(k), not to exceed $300,000 (the “2020 Refinancing Term Loan Lender Expenses”).

Costs and Expenses. The Borrower Each of Borrowers jointly and severally agrees that it shall pay (i) the all reasonable and documented out-of-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 Agent (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)(BAgent) 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 or waivers or 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 out-of-out of pocket expenses incurred by the 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 out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer)Issuing Lender, and shall pay all fees and time charges provided that, for attorneys who may be employees purposes of this parenthetical, such counsel of the Administrative Agent, any the Lenders and the Issuing Lender or shall be limited to one United States counsel and one counsel in each applicable foreign jurisdiction, in each case as chosen by the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Notwithstanding the foregoing or Section 14.3(b) below, the Borrowers’ obligations under clause (i) of this Section 14.3(a), and the Borrowers’ indemnification obligations under Section 14.3(b) below as such indemnification obligations relate to the expenses, fees, charges and disbursements referred to in clause (i) of this Section 14.3(a), shall be limited as and to the extent provided in numbered paragraph 4 of the Fee Letter.

Costs and Expenses. The Borrower shall pay (i) the reasonable and 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 Agent (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, waivers or other supplements of the provisions hereof or thereof (whether Whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken Borrower shall pay or reimburse: (a) Antares (including in connection therewith and any other aspect of the Transactionits capacity as Agent) within five (5) Business Days after demand (except as otherwise provided in subsection 2.1(f)) for all actual, (ii) all reasonable reasonable, out-of-pocket costs and expenses incurred by the L/C Issuer Antares (including in its capacity as Agent) in connection with the issuancedevelopment, preparation, syndication, delivery, administration and execution of, and any amendment, renewal supplement, waiver or extension modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of any Letter of Credit or any demand the transactions contemplated hereby and thereby, including the Attorney Costs incurred by Antares (including in its capacity as Agent) with respect thereto and for payment thereunder and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 it in connection with the enforcement enforcement, attempted enforcement, or protection preservation of its any rights or remedies during the existence of an Event of Default (A) including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding) under this Agreement and the Agreement, any other Loan DocumentsDocument, including its rights under this Section 11.04and any such other documents; (b) Lenders within five (5) Business Days after demand for all Attorney Costs of one law firm, or on behalf of all Lenders (Bother than Antares) incurred by them in connection with Loans made the enforcement, attempted enforcement, or Letters preservation of Credit issued hereunderany rights or remedies during the existence of an Event of Default (including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding) under this Agreement, any other Loan Document; and (c) Agent within five (5) Business Days after demand for all such actual, reasonable, out-of-pocket expenses incurred during any workoutappraisal, restructuring or negotiations in respect audit, environmental inspection and review (including the allocated cost of such Loans internal services), search and filing costs, fees and expenses, incurred or Letters sustained by Agent in connection with the matters referred to under subsection (a) of Creditthis Section 9.4. The obligations of this Section 9.4 shall survive payment of all other Obligations.

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket fees and expenses incurred by OrbiMed, Deerfield and the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs OrbiMed, Deerfield and expenses incurred by the Administrative Agent and its counsel in connection with the perfection due diligence expenses incurred by OrbiMed 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 theretoDeerfield), in each case, in connection with the syndication of the credit facilities provided for herein, (x) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents Documents, including schedules and exhibits, or any amendments, modificationssupplements, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (provided that such expenses incurred by OrbiMed and Deerfield and to be reimbursed hereunder, through and including the Closing Date, shall not exceed $600,000), (y) the due diligence undertaken filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in connection therewith jurisdictions where financing statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other aspect documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document and (z) the preparation and review of the Transactionform of any document or instrument relevant to any Loan Document, and (ii) all reasonable out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, Agent or any Lender or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters in connection with any enforcement of Creditany Obligations but, in each case under this Section 10.4(b), excluding any expenses to the extent that they have resulted from (1) the willful misconduct or gross negligence of the Administrative Agent or any Lender (or any of their respective Related Parties) (as determined by a court of competent jurisdiction in a final and non-appealable decision), (2) (x) a material breach of the obligations of any Lender (or any of its respective Related Parties) under the Loan Documents or (y) a material breach of the obligations of the Administrative Agent (or any of its Related Parties) under Section 7.15 (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision), or (3) disputes solely between and among the Administrative Agent and/or the Lenders not arising from any act or omission of Holdings, the Borrower or any Subsidiary or any of their Affiliates.

Costs and Expenses. The Borrower Anixter shall pay (i) the all reasonable and documented out-of-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 Agent (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 theretoAgent), 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 or waivers or 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 out-of-out of pocket expenses incurred by 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 out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or 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 IssuerIssuer (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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The Administrative Agent, any Lender or the L/C Issuer shall promptly notify Anixter when it intends to incur fees and time charges for attorneys who are employees of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, that Anixter will reimburse under this Agreement.

Costs and Expenses. The Borrower shall pay Borrowers shall: (ia) the reasonable and 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 Agent (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, waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated, pay or thereby shall be consummatedreimburse Xxxxx Fargo (including in its capacity as Agent and L/C Issuer) within five (5) Business Days after demand (subject to Subsection 5.01(e), the due diligence undertaken in connection therewith ) for all costs and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by the Xxxxx Fargo (including in its capacity as Agent and L/C Issuer Issuer) in connection with the issuancedevelopment, preparation, delivery, administration, syndication and execution of, and any amendment, renewal supplement, waiver or extension modification to (in each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of any Letter of Credit or any demand for payment thereunder the transactions contemplated hereby and (iii) all out-of-pocket expenses thereby, including reasonable Attorney Costs incurred by the Administrative Agent, any Lender or the L/C Issuer Xxxxx Fargo (including the fees, charges in its capacity as Agent and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) with respect thereto; (b) pay or reimburse the Agent and each Lender within five (5) Business Days after demand (subject to Subsection 5.01(e), ) for all costs 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 expenses (including Attorney Costs) incurred by them in connection with the enforcement enforcement, attempted enforcement, or protection preservation of any rights or remedies under this Agreement or any other Loan Document during the existence of a Default, an Event of Default or after acceleration of the Loans (including in connection with any “workout” or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding); and (c) subject to Section 7.10, pay or reimburse Xxxxx Fargo (including in its rights capacity as Agent) within five (A5) Business Days after demand (also subject to Subsection 5.01(e)) for all reasonable appraisal, audit (including collateral audits), environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by Xxxxx Fargo (including in its capacity as Agent) in connection with the matters referred to under Subsections (a) and (b) of this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditSection.

Costs and Expenses. The Borrower Company shall pay reimburse from time to time on demand (i) the all reasonable and documented out-of-pocket fees and expenses incurred by by, without duplication, the Administrative Agent and its their respective Affiliates (including in the reasonable and documented case of fees, charges and disbursements and other charges of counsel, limited to the reasonable fees, disbursements and other charges of one counsel for the Administrative Agent (including all costs and expenses incurred by to the Administrative Agent and its the Lenders (taken together) and, if reasonably necessary, one local 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)(Bany relevant jurisdiction) and post filing confirmatory searches and any amendments or modifications thereto), in each case, incurred 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 or waivers or 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 out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuers and the Lenders (including in the case of fees, disbursements and charges of counsel, limited to the reasonable and documented fees, disbursements and other charges of one counsel to such parties, taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction and, solely in the case of an actual or potential conflict of interest, of one additional counsel (and, if reasonably necessary, one additional local counsel in any relevant jurisdiction) for the Administrative Agentall affected parties, any Lender or the L/C Issuertaken together), 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 11.0410.04, or (B) in connection with the Loans made or Letters of Credit made or issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or the Company’s obligations in respect of Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including without limitation the reasonable and documented fees, charges and disbursements and other charges of (A) counsel for the Administrative Agent other than fees for in-house counsel and (including all B) advisors for the Administrative Agent, provided that, so long as there exists no Default, the Borrower shall not be required to pay costs and expenses incurred by associated with more than one advisor engaged on behalf of the Administrative Agent and its counsel in connection with the perfection and priority of the security interests and Liens granted addition 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 theretolegal advisors), 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 or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The Administrative Agent and the Lenders reserve the right, at any time at their sole option and in their sole discretion, to engage advisors, including without limitation, financial advisors, to advise and consult with the Administrative Agent and the Lenders on behalf of the Administrative Agent and the Lenders only, with a scope determined by the Administrative Agent and the Required Total Lenders in their sole discretion, all at the sole expense of the Borrower (all costs and expenses of which are to be promptly reimbursed by the Borrower); provided that, so long as there exists no Default, only one advisor in addition to legal counsel shall be engaged on behalf of the Administrative Agent at the expense of the Borrower. The Borrower covenants and agrees to promptly pay any required retainer and invoice, and to promptly cooperate and cause the advisors to promptly cooperate with the Administrative Agent, the Lenders and any advisor or consultant to the Administrative Agent and the Lenders, including without limitation, providing full access to all requested information, management and advisors (together with copies of all requested information).

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (including and 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, which may include complete UCC and other lien searches and requests for information listing the financing statements filings referenced in Section 4.01(a)(iii)(B4.01(a)(xii) 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, waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuercounsel), 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 11.0410.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Collateral Agent, the Collateral Trustee, the Specified Lender and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs Agent, the Collateral Agent, the Collateral Trustee 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)(BSpecified Lender) 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 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 amendments, modifications, modifications or waivers or 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 out-of-pocket expenses (including the reasonable fees, charges and disbursements of a single counsel) incurred by the L/C Issuer Lenders (other than the Specified Lender) in connection with the issuancepreparation, amendmentnegotiation, renewal execution, delivery and administration of the Loan Documents incurred on or extension of any Letter of Credit or any demand for payment thereunder and prior to the Effective Date; provided that, such expenses specified in clause (ii) shall in no event exceed $70,000, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Collateral Trustee or any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Collateral Trustee or any Lender or the L/C IssuerLender), 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 and/or the other Loan Documents, including its rights under this Section 11.0410.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters and (iv) all documentary and similar taxes and charges in respect of Creditthe Loan Documents.

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative each Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for such Agent) (limited, in the Administrative Agent (including all costs case of legal counsel, to the reasonable fees, charges and expenses incurred by the Administrative Agent disbursements of one primary counsel, and its of a single local 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 theretoeach relevant jurisdiction), 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 or waivers or 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 out-of-pocket expenses incurred by 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-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any one primary counsel for the Administrative Agent, any Lender or the L/C Issuer, and of a single local counsel in each relevant jurisdiction (and, in the case of an actual or perceived conflict of interest where the party affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of one additional firm of counsel for all such affected parties taken as a whole)), 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented 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 and documented fees, charges and disbursements of counsel, limited to a single counsel and, in each relevant jurisdiction, a single local counsel and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by the Administrative Agent and its one additional local counsel in connection with each applicable jurisdiction for any such person in the perfection and priority event of the security interests and Liens granted to the Administrative Agent pursuant to the Loan Documentsa conflict of interest, (including, without limitation, complete UCC reasonable 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 theretoactual travel expenses), in each case, 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, modifications or waivers or 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 out-of-pocket expenses incurred by the 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 out-of-pocket expenses incurred by the Arranger, Administrative Agent, the Collateral Agent, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Arranger, the Administrative Agent, any Lender or the Collateral Agent, the Lenders and the L/C Issuer)Issuers (but limited to the fees, disbursements, and shall pay all fees and time other charges of a single law firm for attorneys who may be employees of the Arranger, the Administrative Agent, any Lender or the Collateral Agent, the Lenders and the L/C Issuer 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 11.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall (a) PPG agrees to pay all reasonable and customary out-of-pocket costs and expenses of the Administrative Agent (iwithin 10 days of receipt of a written itemized statement, together with supporting documentation, identifying in reasonable detail the amounts of such costs and expenses) incurred in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder, including, without limitation, all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto. PPG further agrees to pay all reasonable and documented out-of-pocket expenses incurred by costs and expenses, if any, of the Administrative Agent Agent, the Issuing Lenders and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses Lenders incurred by the Administrative Agent and its counsel in connection with the perfection and priority enforcement of this Agreement, any of the security interests other Loan Documents and Liens granted the other documents to the Administrative Agent pursuant to the Loan Documentsbe delivered hereunder or thereunder, including, without limitation, complete UCC reasonable fees and other lien searches expenses of counsel for the Administrative Agent, each Issuing Lender and requests for information listing each Lender in connection with the financing statements referenced in enforcement of rights under this Section 4.01(a)(iii)(B9.04(a). (b) The Borrowers agree to indemnify and post filing confirmatory searches hold harmless the Administrative Agent, each Issuing Lender and each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any amendments and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by or modifications thereto)asserted or awarded against any Indemnified Party, in each casecase arising out of or in connection with or by reason of (including, without limitation, in connection with the syndication any investigation, litigation or proceeding or preparation of the credit facilities provided for hereina defense in connection therewith) (i) this Agreement, the preparation, negotiation, execution, delivery and administration any of this Agreement and the other Loan Documents Documents, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advances or the LC Disbursements or (ii) the actual or alleged presence of hazardous materials on any property of PPG or any amendmentsof its Subsidiaries or any environmental action relating in any way to PPG or any of its Subsidiaries, modificationsexcept to the extent such claim, waivers damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s fraudulent acts or omissions, gross negligence or willful misconduct. In the case of an investigation, litigation or other supplements of proceeding to which the provisions hereof indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or thereof (not such investigation, litigation or proceeding is brought by any Borrower, its directors, equity holders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim for special, indirect, consequential or thereby shall be consummated), the due diligence undertaken in connection therewith and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by punitive damages against the Administrative Agent, any Lender Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating to this Agreement, any of the other Loan Documents, any of the transactions contemplated herein or therein or the L/C Issuer (including actual or proposed use of the fees, charges and disbursements proceeds of the Advances or the LC Disbursements. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any counsel for the Administrative Agentinformation or other materials distributed by it through telecommunications, any Lender electronic or 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) other information transmission systems in connection with this Agreement and or the other Loan DocumentsDocuments or the transactions contemplated hereby or thereby, including its rights under this except to the extent such damage is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s fraudulent acts or omissions, gross negligence or willful misconduct. (c) If (x) any payment or prepayment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by any Borrower to or for the account of a Lender (i) other than on the last day of the Interest Period for such Advance, as a result of a payment, prepayment or Conversion pursuant to Section 11.042.07, 2.09 or 2.11, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or (Bii) as a result of a payment, prepayment or Conversion pursuant to Section 2.07, 2.09 or 2.11, (y) any assignment of any Eurocurrency Rate Advance of any Borrower is made by any Lender other than on the last day of as a result of a demand by PPG pursuant to Section 9.07(a) or (z) any Borrower fails for any reason (including without limitation because applicable conditions precedent have not been satisfied) to borrow any Eurocurrency Rate Advance, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, prepayment, Conversion, assignment or failure to borrow, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. If the amount of Euro purchased by any Lender in connection with Loans made the case of a Conversion or Letters exchange of Credit issued hereunder, including all Advances in the case of Section 2.07 or 2.11 exceeds the sum required to satisfy such out-of-pocket expenses incurred during any workout, restructuring or negotiations Lender’s liability in respect of such Loans Advances, such Lender agrees to remit to PPG such excess. A certificate of a Lender setting forth the amount or Letters amounts necessary to compensate such Lender as specified in this Section 9.04(c) delivered to such Borrower shall be conclusive absent demonstrable error. (d) Without prejudice to the survival of Creditany other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.10, 2.13 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates the Arrangers (including the reasonable and documented fees, charges and disbursements and other charges of one counsel, and, if applicable, one local counsel in each material jurisdiction, for the Administrative Agent (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 theretoAgent), in each case, 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, modifications or waivers or 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 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or Lender, 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 Lender, the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Swing Line Lender or the L/C Issuer 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 11.0410.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall (a) pay (i) or reimburse the Agent and the Arrangers for all their respective reasonable and 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 Agent (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 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, waivers supplement or other supplements of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (b) pay or reimburse the due diligence undertaken in connection therewith Agent and any other aspect of the TransactionL/C Issuer only, (ii) 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 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 their out-of-pocket costs and expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 any rights (A) under this Agreement, the other Loan Documents and any such other documents and in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with Loans made or and Letters of Credit issued hereunderunder this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or and Letters of Credit, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender. Swingline Lender, L/C Issuer and the Agent, and (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 and all recording and filing fees and 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 Agreement the other Loan Documents and any such other documents.

Costs and Expenses. (a) The Borrower shall Company shall, whether or not any Disbursement is made, pay to the Bank, or as the Bank may direct, within 30 days of the Bank furnishing to the Company the invoice therefor: (i1) all documented outside mining, engineering, environmental and other consulting fees and expenses incurred by the Bank in connection with this Agreement and the other Financing Agreements, including without limitation the fees and expenses of the Independent Engineer and the Bank's insurance and environmental consultants; (2) the reasonable documented fees and expenses of outside legal counsel to the Bank and all other 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 Agent (including all costs and expenses incurred by the Administrative Agent and its counsel Bank in connection with with: (A) the perfection assessment and priority arrangement of the security interests and Liens granted to Loan by 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)(BBank; (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, review, negotiation, executionexecution and, delivery where appropriate, registration and notarization of this Agreement, the other Financing Agreements, the Project Agreements and any other documents related to this Agreement; (C) the obtaining of any legal opinions required by the Bank hereunder; and (D) the implementation and administration of this Agreement and the other Loan Documents Financing Agreements; (3) any insurance premiums paid by the Bank on behalf of the Company in connection with insurance that is not obtained by the Company as required hereunder; (4) all documented costs of preparing, in a manner satisfactory to the Bank, Russian translations of any Financing Agreements as requested by the Bank from time to time; (5) all documented costs incurred in connection with the discharge and satisfaction of any Liens or other claims existing in violation of any of the Financing Agreements; (6) all documented costs incurred by the Bank in connection with creating, perfecting, maintaining and enforcing the Security; (7) the documented costs of providing the Bank with four bound copies and one unbound copy of all Financing Agreements, all Project Agreements and all other documents delivered by the Company or any amendments, modifications, waivers or other supplements of the provisions hereof or thereof party hereunder; and (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken in connection therewith 8) all other documented costs and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer Bank in : connection with the issuancethis Agreement, amendment, renewal or extension of any Letter of Credit other Financing Agreement and any Project Agreement or any action contemplated thereby. (b) The Company shall pay to the Bank, or as the Bank may direct, on demand for payment thereunder all lawyers' and (iii) all out-of-pocket other fees, costs and expenses incurred by the Administrative Agent, any Lender Bank: (1) in the determination of whether them has occurred an Event of Default or Potential Event of Default; (2) in respect of the L/C Issuer (including the fees, charges and disbursements preservation or enforcement of any counsel for the Administrative Agent, any Lender or 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 11.04Agreement or any other Financing Agreement and the collection of any amount owing to the Bank; and (3) the assessment, preparation, review, execution and, where appropriate, registration of any amendment of or (B) in connection with Loans made waiver to this Agreement, any other Financing Agreement, any Project Agreement or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditother document related to this Agreement.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent Lender and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of one counsel plus local counsel in each relevant jurisdiction for Lender (provided the Administrative Agent (including all reimbursement of legal costs and expenses incurred by the Administrative Agent and its counsel is subject to a negotiated cap set forth in a separate agreement) 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 preparation and administration of this Agreement and the other Loan Documents, the satisfaction of conditions of the Loan Documents (including title insurance premiums, recordation charges and taxes, lien search costs and the fees of the Construction Consultant to provide the certificates and materials described in Sections 3(c) and 3(e) of the Disbursement Agreement Joinder) and the preparation, negotiation, execution, and delivery of any amendment, amendment and restatement, modification or any amendments, modifications, waivers or other supplements waiver of the provisions hereof or thereof of this Agreement and the other Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken including in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of any service providers in connection therewith and any other aspect of the Transaction, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension negotiation of any Letter of Credit or any demand for payment thereunder new intercreditor agreements with respect to other Indebtedness permitted hereunder, and (iiiii) all out-of-pocket expenses incurred by the Administrative Agent, Lender (provided that any Lender or the L/C Issuer (including such legal expenses shall be limited to the fees, disbursements and other charges and disbursements of any one counsel for the Administrative Agent, any to Lender or the L/C Issuerplus local counsel in each relevant jurisdiction), 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 11.0410.03, or (B) in connection with Loans the Loan made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Creditthe Loan.

Costs and Expenses. The Borrower In addition to the rights of indemnification hereunder, the Loan Parties, on a joint and several basis, shall pay on demand (i) the reasonable and 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 Agent (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, waivers or 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 out-of-pocket expenses incurred by 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 (iiia) all out-of-pocket costs and expenses of the Administrative Agent, the Facility Servicer, Initial Lender, and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including the fees, disbursements and other charges of rating agency and accounting costs and fees, (b) the reasonable out-of-pocket fees and expenses of (i) counsel for the Administrative Agent, the Facility Servicer, Initial Lender, and the Collateral Custodian with respect thereto and (ii) a single counsel to the Lenders other than the Initial Lender, in each case, with respect to advising the Administrative Agent, the Facility Servicer, the Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith and (c) all out-of-pocket costs and expenses, if any (including reasonable fees and expenses of counsel), incurred by the Administrative Agent, any Lender the Facility Servicer, the Lenders, or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 Collateral Custodian in connection with the enforcement or protection potential enforcement of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, Agreement or (B) any other Transaction Document and the other documents to be delivered hereunder or in connection herewith or in connection with Loans the Advances made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditAdvances.

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its the Arrangers and each of their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by limited to the legal fees of one primary outside counsel to the Administrative Agent and its the Arrangers taken as a whole, and local counsel in connection with the each jurisdiction where such local counsel is reasonably necessary for perfection and priority of the Administrative Agent’s security interests and Liens granted to interest in the Administrative Agent pursuant to real property Collateral and/or 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 theretoCapital Securities of each direct Material Foreign Subsidiary), in each case, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and, in the case of the Administrative Agent and its Affiliates, administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, the Arrangers any Lender or the L/C Issuer (including the fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders taken as a whole, and, if necessary, one local counsel in each relevant jurisdiction and special counsel and, in the event of any actual or potential conflict of interest, one additional counsel for the Administrative Agent, any each Lender or the L/C Issuersubject to such conflict), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, the Arrangers, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including limited, in the reasonable and case of legal expenses, to the reasonable, documented fees, charges and disbursements and other charges of one primary counsel for the Administrative Agent (including all costs and expenses incurred by one local counsel in each relevant jurisdiction) to 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)(BAffiliates) 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 or waivers or 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 out-of-pocket documented out‑of‑pocket expenses (limited, in the case of legal expenses, to the reasonable, documented fees, disbursements and other charges of a single external counsel to the L/C Issuer) incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket documented out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including (and limited to, in the case of attorney’s fees) the fees, charges and disbursements of any a single primary external counsel (and a single local counsel in each relevant jurisdiction) for the Administrative Agent, any Lender or the Lenders and the L/C Issuer), and shall pay all fees and time charges and, solely in the case of an actual or potential conflict of interest, one additional legal counsel for attorneys who may be employees the affected Lenders, as needed to address any such actual or potential conflict of the Administrative Agent, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 one primary counsel and, to the extent reasonably necessary, one special counsel and other charges of one local counsel in each relevant material jurisdiction for the Administrative Agent (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 theretoAgent), 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 Related Documents or any amendments, modifications, modifications or waivers or 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 the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or 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 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 11.048.5, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, that, in the case of this clause (iii) the Borrower shall not be required to reimburse such fees, charges and disbursements of more than one primary counsel for the Administrative Agent, the L/C Issuer and all of the Lenders, taken as a whole, and to the extent reasonably necessary, one special counsel and one local counsel for the Administrative Agent, the L/C Issuer and all of the Lenders, taken as a whole, in each relevant material jurisdiction unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which case, the Borrower shall also be required to reimburse such fees, charges and disbursements of one additional counsel as necessary for the Lenders actually affected by such conflict (taken as a whole).

Costs and Expenses. The Borrower shall Borrowers shall, jointly and severally pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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)(BAgent) 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 or waivers or 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 out-of-pocket expenses incurred by the 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 (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Bank (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 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 11.04Section, or (B) in connection with Loans the Revolving Advances or Swing Line Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent 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 the Commitments and repayment of all other Obligations.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and 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 single counsel for the Administrative Agent (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 theretoAgent), 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 or waivers or 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 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including which in the fees, charges case of legal fees and disbursements expenses shall be limited to those of any a single counsel for to the Administrative Agent, any Lender or the Lenders and the L/C Issuer, taken as a whole, in each relevant jurisdiction and, in the case of a bona fide conflict of interest, one additional legal counsel per class of similarly situated affected parties in each relevant jurisdiction), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower In addition to the rights of indemnification hereunder, the Loan Parties, on a joint and several basis, shall pay on demand (i) the reasonable and 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 Agent (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, waivers or 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 out-of-pocket expenses incurred by 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 (iiia) all out-of-pocket costs and expenses of the Administrative Agent, the Facility Servicer, Initial Lender, and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including the fees, disbursements and other charges of rating agency and accounting costs and fees, (b) the reasonable out-of-pocket fees and expenses of (i) counsel for the Administrative Agent, the Facility Servicer, Initial Lender, and the Collateral Custodian with respect thereto and (ii) a single counsel to the Lenders other than the Initial Lender, in each case, with respect to advising the Administrative Agent, the Facility Servicer, the Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith and (c) all out‑of-pocket costs and expenses, if any (including reasonable fees and expenses of counsel), incurred by the Administrative Agent, any Lender the Facility Servicer, the Lenders, or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 Collateral Custodian in connection with the enforcement or protection potential enforcement of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, Agreement or (B) any other Transaction Document and the other documents to be delivered hereunder or in connection herewith or in connection with Loans the Advances made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditAdvances.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Structuring Agent and its their respective Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by each of 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 DocumentsSustainability Structuring Agent, 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 theretoincluding Xxxxxxx Xxxx & Xxxxxxxxx LLP), in each caseconnection with, in connection with as applicable, 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 or waivers or 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) to the extent not already paid pursuant to Section 2.04, all reasonable and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, the Sustainability Structuring Agent, any Lender (following an Event of Default) or the L/C Issuer (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for the Administrative Agent, the Sustainability Structuring Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission (other than to the extent attributable to such Lender) to pay such taxes. It is understood that the provisions of this clause do not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent). Notwithstanding the foregoing, the obligation to reimburse the Lenders and the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to (w) one law firm for the Administrative Agent, (x) one law firm for the Sustainability Structuring Agent, (y) one other law firm retained by the Required Lenders or an ad hoc group of Lenders and (z) in the event of a conflict of interest, one additional law firm for another Lender or group of Lenders, together with (in the case of (w), (x), (y) and (z), as applicable) one additional counsel in each applicable jurisdiction.

Costs and Expenses. The Borrower shall pay pay, promptly following written demand therefor, (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (including all costs and expenses incurred by Agent, the Administrative Collateral Agent and its counsel Xxxxx Fargo Securities) in connection with the perfection administration, syndication 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 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, modifications or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Collateral Agent, any Lender or the L/C Issuer Issuer) 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable fees and expenses of the Lead Arrangers (other than Xxxxx Fargo Securities) as set forth in that certain Joinder to Commitment Letter dated as of May 29, 2012.

Costs and Expenses. The Borrower Loan Parties shall pay (i) the all reasonable and documented out-of-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 Agent (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)(BAgent) 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 or waivers or 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 out-of-and documented out of pocket expenses incurred by 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 out-of-documented out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of any one primary counsel for the Administrative Agent, any Lender or the Lenders and the L/C IssuerIssuer 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 the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. (i) The Borrower Credit Parties shall pay (iA) the all reasonable and 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 Agent (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 theretoAgent), in each case, 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, modifications or waivers or 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, (iiB) all reasonable out-of-pocket expenses incurred by 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. (iiiii) The Credit Parties shall pay all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 Issuer, 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Credit Parties shall not be required to reimburse the fees, charges and disbursements of counsel to any Lender (other than the Administrative Agent) under this clause (ii) unless in the written opinion of counsel to such Lender, (x) the representation of such Lender by counsel to the Administrative Agent would be inappropriate due to the existence of an actual conflict between the Administrative Agent and such Lender, in which case the Credit Parties shall be required to reimburse the fees, charges and disbursements of one counsel to all of the Lenders and (y) the representation by one counsel to the Administrative Agent and one counsel to all the Lenders would be inappropriate due to the existence of an actual conflict between such Lender and another Lender, in which case the Credit Parties shall be required to reimburse the fees, charges and disbursements of one counsel to such Lender.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agents, the Joint Lead Arrangers and its their Affiliates (including the reasonable and documented fees, charges and disbursements and other charges of counsel for the Administrative Agent (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 theretoAgents), 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 or waivers or 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 out-of-pocket expenses incurred by 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 thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative either Agent, either Joint Lead Arranger, any Lender or the any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative each Agent, any Lender or the any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative either Agent, either Joint Lead Arranger, any Lender or the any L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The foregoing costs and expenses shall include (i) all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, (ii) other out-of-pocket expenses incurred by each Agent and each Related Party thereof arising with respect to or in connection with the collateral for the Obligations contemplated hereby, (iii) the cost of independent public accountants and other outside experts retained by each Agent, each Related Party thereof or any Lender, (iv) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Collateral Agent, for the benefit of Lenders pursuant hereto, including reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of such collateral or the Liens created pursuant to the Loan Documents, and (v) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by either Agent and its counsel) in connection with the custody or preservation of any of the collateral described in the Loan Documents.

Costs and Expenses. The Borrower Company shall pay (i) the all reasonable and 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 Agent (Agent, 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 theretoXxxxxxx Xxxx & Xxxxxxxxx LLP), 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 or waivers or 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) to the extent not already paid pursuant to Section 2.04, all reasonable and documented out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (following an Event of Default) or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) pay and hold each of the Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission (other than to the extent attributable to such Lender) to pay such taxes. It is understood that the provisions of this clause do not include the normal administrative charges of the Administrative Agent in administering the Loans (which amounts are included in a separate letter with the Administrative Agent). Notwithstanding the foregoing, the obligation to reimburse the Lenders and the L/C Issuer for fees, charges and disbursements of counsel in connection with the matters described in clause (iii) above shall be limited to (x) one law firm for the Administrative Agent, (y) one other law firm retained by the Required Lenders or an ad hoc group of Lenders and (z) in the event of a conflict of interest, one additional law firm for another Lender or group of Lenders, together with (in the case of (x), (y) and (z), as applicable) one additional counsel in each applicable jurisdiction.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (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 theretoAgent), in each case, in connection with the syndication of the credit facilities provided for hereinherein as separately agreed to in writing, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications, modifications or waivers or 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 out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, in no event shall Borrower pay or reimburse Administrative Agent, Lenders and L/C Issuer for more than one counsel (in the aggregate) at any time prior to an Event of Default hereunder.

Costs and Expenses. The Borrower Borrowers shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Committee of Lead Lenders, the SG DIP Lenders, the other Lenders and its their respective Affiliates (including including, in each case, the reasonable and documented fees, charges and disbursements and other charges of counsel and advisors for the Administrative Agent (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 Documentssuch Persons, including, without limitation, complete UCC and other lien searches and requests for information listing the financing statements referenced local counsel to such Persons in Section 4.01(a)(iii)(B) and post filing confirmatory searches and any amendments or modifications theretorelevant jurisdiction), 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 or waivers or 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 out-of-pocket expenses incurred by 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 documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Committee of Lead Lenders, Standard General and the other Lenders (including including, in each case, the fees, charges and disbursements of counsel (including, without limitation, local counsel to such Persons in any counsel relevant jurisdiction) and advisors for the Administrative Agent, any Lender or 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 Lenders) in connection with the enforcement or protection of its rights (A) relating to or arising out of, in connection with or the result of this Agreement and the other Loan Documents, including its rights under this Section 11.04Section, or (B) relating to or arising out of, in connection with with, or as a result of, the Loans made or Letters of Credit issued hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters (C) relating to or arising out of, in connection with or the result of Creditthe commencement, defense, conduct of, intervention in, or the taking of any other action (including, without limitation, preparation for and/or response to any subpoena or document request) related to this Agreement, the other Loan Documents, or the Loans in any action, litigation, investigation, or proceeding; provided that, solely with respect to the SG DIP Lenders, the Borrower’s obligations under this Section 11.04(a) with respect to the SG DIP Lenders shall be limited to the fees and expenses of Debevoise & Xxxxxxxx LLP and one local counsel.

Costs and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) the all reasonable and documented out-of-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 one legal counsel (and, solely in the case of a conflict of interest, one additional counsel, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all such persons) for the Administrative Agent (including Agent), and shall pay all costs fees and expenses incurred by time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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, modifications or waivers or 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 out-of-and documented out of pocket expenses incurred by the 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 out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Issuing Lender (including the fees, charges and disbursements of any one legal counsel (and, solely in the case of a conflict of interest, one additional counsel, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all such persons) for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender), 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 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the L/C Issuer and its any of the Bookmanagers and their respective Affiliates (including but not limited to (1) the reasonable and documented fees, charges and disbursements and other charges of one primary counsel for all of such parties, and (x) to the extent necessary, one local counsel in each relevant jurisdiction and (y) any additional counsel retained as a result of actual or perceived conflicts of interest between any of the Administrative Agent Agent, the L/C Issuer and any of the Bookmanagers and their respective Affiliates and (including all costs and 2) expenses incurred by the Administrative Agent and its counsel in connection with the perfection due diligence and priority of the security interests travel, courier, reproduction, printing 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 theretodelivery expenses), in each case, 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, modificationsamendment and restatement, waivers modification or other supplements waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken including in connection therewith with post-closing searches to confirm that security filings and any other aspect of the Transactionrecordations have been properly made, (ii) all reasonable out-of-pocket expenses incurred by 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of CreditCredit and (iv) all documentary and similar taxes and charges in respect of the Loan Documents.

Costs and Expenses. (i) The Borrower Loan Parties shall pay (iA) the all reasonable and 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 Agent (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 theretoAgent), 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 or waivers or 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 out-of-pocket expenses incurred by 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 (iiiB) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer Agent (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or 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 (A1) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04Section, or (B2) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (ii) The Loan Parties shall pay all out-of-pocket expenses incurred by any Lender (limited in the case of fees, charges and disbursements of counsel, to one counsel for the Lenders, as a whole, except in the case of an actual conflict of interest, in which case the Loan Parties shall be required to reimburse the fees, charges and disbursements of one additional counsel to similarly situated Lenders that have such conflict) in connection with the enforcement or protection of its rights (i) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (ii) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or Letters negotiations in respect of Creditsuch Loans.

Costs and Expenses. The Borrower shall pay (i) the all reasonable and 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 Agent (including Agent, limited to one counsel), and shall pay all costs reasonable fees and expenses incurred by time charges and disbursements for attorneys who may be employees of 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 caseAgent, 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, modifications or waivers or 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 out-of-pocket expenses incurred by the L/C Issuer 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 out-of-pocket expenses incurred by the Administrative Agent, any Lender, the Issuing Lender or the L/C Issuer Swingline Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C IssuerIssuing Lender), and shall pay including all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender, the Issuing Lender or the L/C Issuer 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 11.04Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Costs and Expenses. The Borrower Credit Parties shall pay (i) the all reasonable and 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 Agent (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 theretoAgent), in each caseand shall pay all reasonable and documented fees and time charges and disbursements for attorneys who may be employees of 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, modifications or waivers or other supplements of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), the due diligence undertaken provided that Borrower shall not be required to pay any legal fees and expenses of Lenders other than Bank of America incurred in connection therewith with the preparation, negotiation, execution and any other aspect delivery of the Transaction, Loan Documents in connection with the closing of the transactions herein; (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all reasonable and documented fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer 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 11.0410.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.