Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including MLPFS and including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Agent, and of special and local counsel retained by the Collateral Agent collectively (Administrative Agent, but not any other than separate counsel to the allocated costs of internal counsel)Arrangers or the Lenders), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) 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 and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Issuing Bank each 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-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any Lender, L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any Lender), 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, 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 thereof 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 (iviii) 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 reasonable out-of-pocket costsother such parties, expensestaken together, taxesin each appropriate jurisdiction (which may include a single law firm as special, assessments and other charges incurred 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 any filing, registration, recording such legal representation and such Person advises the Borrower of such actual or perfection potential conflict 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 continuingengages its own separate counsel, the Borrower shall not be responsible for the reimbursement of any fees, costs reasonable and documented legal fees and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)separate counsel shall also be paid or reimbursed.

Costs and Expenses. The In addition to the rights of indemnification granted under Section 16.1, the Borrower shall agrees to pay (i) on demand all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderAgent, (ii) the Collateral Agent, the Collateral Custodian, the Lender Agents and the Lenders in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, in each case, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, the Collateral Manager, the Collateral Custodian and the Agent or the Collateral Agent, and Collateral Custodian Fee Letter, and the Borrower further agrees to pay all reasonable and documented out-of-pocket fees, costs and expenses incurred by of the Issuing Bank Agent in connection with any amendments, waivers or consents executed in connection with this Agreement, including the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable fees and out-of-pocket feespocket, costs and documented expenses incurred by of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or Collateral Custodian, the Lender Agents and the Lenders with respect thereto and with respect to advising the Agent and the Lenders as to its rights and remedies under this Agreement, and to pay all documented and out-of-pocket costs and expenses, if any Lender, (including feesreasonable counsel fees and expenses), charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender)Collateral Custodian, the Lender Agents and the Lenders, in connection with the enforcement against the Collateral Manager or protection the Borrower of its rights in connection with this Agreement or any of the other Transaction Documents and the other Loan Documentsdocuments and agreements to be delivered hereunder or with respect hereto; provided, including its rights under this Section, or 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) 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, that the Borrower shall not be responsible given prior written notice of any extraordinary expenses in excess of $20,000 and in the case of reimbursement of (A) counsel for the Lenders other than the Agent, such reimbursement shall be limited to one counsel for all the Agent, the Lender Agents and Lenders and (B) counsel for the Collateral Agent and Collateral Custodian shall be limited to one counsel for such Persons. For the avoidance of any feesdoubt, the costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) described in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)this Section 17.4 shall not include Taxes.

Costs and Expenses. The Borrower shall (a) pay (i) or reimburse the Agent for all its reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation preparation, execution and administration (other than internal overhead charges) delivery of this Agreement and the other Loan Documents and any amendmentsother documents prepared in connection herewith or therewith and any amendment, modifications supplement or waivers of the provisions hereof or thereof modification thereto (whether or not the transactions contemplated hereby or thereby shall be consummated), and (b) including pay or reimburse the Agent for all costs and expenses of the Independent Valuation Provider, (ii) all its reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuanceadministration of the transactions contemplated hereby and thereby, amendmentincluding, renewal 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 extension the receipt of any Letter funds) to or for the account of Credit the Borrower (whether by wire transfer or any demand for payment thereunderotherwise), (iiic) pay or reimburse each Lender and the Agent for all their out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its any rights in connection with under this Agreement and Agreement, the other Loan Documents, including its rights under this Section, or Documents and any such other documents and in connection with the Term Loans made or Letters of Credit issued hereunderunder this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Term Loans, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and the Agent, and (ivd) to pay, indemnify, or reimburse each Lender and the Agent for, and hold each Lender and the Agent harmless from, any and all reasonable out-of-pocket costsrecording and filing fees and any and all liabilities with respect to, expensesor resulting from any delay in paying, stamp, excise and similar other taxes, assessments and other charges incurred if any, which may be payable or determined to be payable in connection with any filingthe execution and delivery of, registration, recording or perfection consummation or administration of any security interest of the transactions contemplated by any Security Document by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of this Agreement the other document referred to therein. Unless an Event of Default has occurred Loan Documents 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other documents.

Costs and Expenses. (1) The Borrower Mortgagor shall pay forthwith on demand:- (ia) all reasonable expenses including stamp duty (whether as penalty or otherwise), legal, administrative, registration, execution fees and documented out-of-pocket fees, any other costs and expenses or charges (including abortive costs) incurred or expended by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Mortgagee in connection with the syndication of Assignment whether the credit facilities provided for herein, the preparation same is accepted or otherwise; and (b) all legal fees on a full indemnity basis and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses disbursements whatsoever including but not limited to stamp or other duties incurred by the Issuing Bank in connection with the issuancedemanding and enforcing payment of moneys due hereunder or otherwise howsoever in enforcing this Assignment, amendment, renewal or extension of any Letter of Credit or any demand other document called for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank terms of this Assignment or any Lenderof the covenants, (including feesundertakings, charges and disbursements stipulations, terms, conditions or provisions of counsel for the Administrative Agentthis Assignment, the Collateral Agent, the Issuing Bank or any Lender), in connection with other document called for by the enforcement terms of this Assignment or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording delay or perfection omission on the part of the Mortgagor to pay any security interest contemplated by any Security Document stamp or other duties in connection with this Assignment or any other document referred called for by the terms of this Assignment. (2) In addition to therein. Unless an Event and not in derogation of Default has occurred the other provisions of this Assignment if the Mortgagor shall fail or refuse to pay any insurance premia legal fees stamp duty and other costs charges and expenses which the Mortgagor is continuing, liable to pay under any provisions of this Assignment the Borrower Mortgagee may at its discretion pay the same (but shall not be responsible for under any obligation to do so) and if such payment is made by the reimbursement Mortgagee the Mortgagor shall forthwith on demand repay the same to the Mortgagee together with interest thereon at such rate or rates as may be prescribed by the Mortgagee from time to time calculated from the date of any fees, costs payment thereof by the Mortgagee up to the date of repayment by the Mortgagor and expenses of until so repaid shall be included in and subject to the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)charges created therein.

Costs and Expenses. The Borrower shall pay shall: (ia) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby are consummated, pay or thereby shall be consummatedreimburse Wachovia (including in its capacity as Agent) including within five Business Days after demand and receipt by the Borrower of reasonable supporting documentation for all reasonable costs and expenses incurred by Wachovia (including in its capacity as Agent) in connection with the development, preparation, delivery, administration and execution of this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of the Independent Valuation Providertransactions contemplated hereby and thereby, including Attorney Costs (iiexcluding allocated costs of internal legal counsel) incurred by Wachovia (including in its capacity as Agent) with respect thereto; and (b) pay or reimburse the Agent within five Business Days after demand and receipt by the Borrower of reasonable supporting documentation for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Agent in connection with any amendment, supplement, waiver or 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 the transactions contemplated hereby and thereby, including Attorney Costs incurred by the Agent with respect thereto (provided, that the fees of any law firm or other external counsel, and the allocated costs of internal legal services, shall not both be reimbursed with respect to any amendment, supplement, waiver or modification relating to the same or any substantially similar matter); and (c) pay or reimburse the Agent, the Arranger and each Bank within five Business Days after demand and receipt by the Borrower of reasonable supporting documentation for all reasonable costs and expenses (including Attorney Costs) incurred by them in connection with the issuanceenforcement, amendmentattempted enforcement, renewal or extension preservation of any Letter of Credit rights or remedies under this Agreement or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by other Loan Document during the Administrative Agent, existence of an Event of Default or after acceleration of the Collateral Agent, the Issuing Bank or any Lender, Loans (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing“workout” or restructuring regarding the Loans, registration, recording and including in any Insolvency Proceeding or perfection of any security interest contemplated by any Security Document or any other document referred to thereinappellate proceeding). Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, The foregoing costs and expenses of shall include all search, filing, recording, title insurance and fees and taxes related thereto incurred by the Independent Valuation Provider incurred pursuant Agent, and, with respect to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, those costs and expenses referred to in any 12-month period (Section 12.4(b) or 12.4(c) above, the “IVP Supplemental Cap”)reasonable cost of independent public accountants, appraisers and other outside experts retained by the Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Costs and Expenses. The Borrower shall agrees, whether or not any Loan is made under this Agreement, to pay or reimburse the Administrative Agent and each Bank upon demand for (i) all reasonable and documented out-of-pocket feescosts and expenses (including, costs without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent and its Affiliates in connection with the syndication, preparation, documentation, negotiation and/or execution of this Agreement and/or any of the other Transaction Documents (ii) all recording, filing and search fees and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication this Agreement and/or any of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderTransaction Documents, (iiiii) all reasonable and documented out-of-pocket fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Bank Administrative Agent in connection with the issuance(A) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or extension restatement of this Agreement and/or any of the other Transaction Documents or (B) the preparation of any Letter waiver or consent under this Agreement or under any of Credit or any demand for payment thereunderthe other Transaction Documents, (iiiiv) if an Event of Default occurs, all reasonable documented out-of-pocket fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the such Event of Default and collection and other enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof proceedings resulting therefrom and (ivv) any civil penalty or fine assessed by OFAC against, and all reasonable out-of-pocket costs, expenses, taxes, assessments documented costs and other charges expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any filingBank as a result of conduct of the Borrower that violates a sanction enforced OFAC. The Borrower further agrees to pay or reimburse the Administrative Agent and each Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, registrationdelivery, recording or perfection and/or filing of this Agreement and/or any security interest contemplated of the other Transaction Documents. The Borrower acknowledges and agrees that such attorneys’ fees and expenses referred to above shall be determined on the basis of rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by any Security Document such attorneys) retained by the Administrative Agent or any other document referred to thereinBank. Unless an Event All of Default has occurred and is continuing, the obligations of the Borrower under this Section 9.03(a) shall not be responsible for survive the reimbursement of any fees, costs satisfaction and expenses payment of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Borrower’s Obligations and the termination of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)this Agreement.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Agent, the Lead Arranger and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel))Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable out-of-pocket documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any (i) fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iiiSection 5.12(d) and (ii) any fees, costs and expenses incurred in accordance with Section 5.06(b), collectively in an aggregate amount in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent, the Lead Arrangers or Required Lenders, shall be at the expense of such Credit Party, and neither Agent, the Lead Arrangers nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower shall agrees to pay or reimburse upon demand (ia) Agent and the Lead Arrangers for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and them or any of their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel))Related Persons, in connection with the syndication investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification or waiver of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the credit facilities provided for herein, the preparation consummation and administration of any transaction contemplated herein or therein (other than internal overhead chargesincluding any prepayment under Section 1.7 or Section 1.8) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), in each case including all costs Attorney Costs of Agent and the Lead Arrangers, the cost of reasonably requested environmental audits, Collateral audits and appraisals, background checks and similar expenses, subject to the express limits set forth in Section 4.9; provided that Agent’s and the Lead Arrangers’ counsel fees and expenses shall be limited to reasonable and documented out-of-pocket attorneys’ fees of one firm of counsel and, if necessary, additional counsel required to accommodate conflicts of interest and a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, to the Independent Valuation Providerextent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction), (iib) each L/C Issuer for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank such 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 (iiic) Agent and the Lead Arrangers for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank them or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), their Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the enforcement or protection of its rights in connection with this Agreement reasonable and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket costs and expenses incurred during any workoutof such examiners, restructuring at the per diem rate per individual charged by Agent or negotiations the Lead Arrangers for their examiners), subject to the express limits set forth in respect thereof Section 4.9, (d) each of Agent, each Lead Arranger, each L/C Issuer, each Swingline Lender, each other Lender and (iv) their respective Related Persons for all reasonable and documented out-of-pocket costscosts and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, expenses(ii) the enforcement or preservation of any right or remedy under any Loan Document, taxesany Obligation, assessments with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation or transaction contemplated hereby or thereby, including Attorney Costs and (e) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other charges than Agent and the Lead Arrangers, and, if necessary, additional counsel required to accommodate conflicts of interest and a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction)) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document the matters 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 5.12(b)(iiiin clause (c) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)above.

Costs and Expenses. The Borrower Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall pay (i) all reasonable be at the expense of such Credit Party, and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agentneither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Collateral Borrower agrees to pay or reimburse upon demand (a) Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costscosts and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Attorney Costs of Agent, the cost of environmental audits, syndication, distribution, Collateral audits and appraisals, background checks and similar expenses, taxesto the extent permitted hereunder, assessments (b) Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners), (c) each of Agent, its Related Persons, and L/C Issuer for all costs and expenses incurred in connection with (i) the creation, perfection and maintenance of the perfection of Agent’s Liens upon the Collateral, including Lien search, filing and recording fees, (ii) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, (iii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other charges related right or remedy or any attempt to inspect, verify, protect, insure, collect, sell, liquidate or otherwise dispose of any Collateral or (iv) the commencement, defense, conduct of, intervention in, or the taking of any other action (including preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document, Obligation, Effective Date Related Transaction, or transactions contemplated hereby, including Attorney Costs, (d) the cost of purchasing insurance that the Credit Parties fail to obtain as required by the Loan Documents and (e) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other than Agent) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document the matters referred to therein. Unless an Event of Default has occurred in clause (c) above, and is continuingto the extent necessary, the Borrower shall not be responsible for the reimbursement of any fees(i) one local counsel in each relevant jurisdiction, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii(ii) in excess of the greater of (x) $200,000 regulatory counsel if reasonably required and (yiii) 0.05% of the total Commitments, in each case solely in the aggregate incurred for all such feesevent of a conflict of interest, costs and expenses in any 12-month period one additional counsel (the “IVP Supplemental Cap”)which may be a single Person) of similarly situated affected Persons.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Advances or Letters of Credit. The foregoing costs and (iv) expenses shall include all reasonable search, filing, recording, appraisal charges and fees and taxes related thereto, and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts retained by any Security Document the Administrative Agent or any other document referred to thereinLender. Unless an Event of Default has occurred and is continuing, All amounts due under this Section 9.04 shall be payable within thirty days after demand. The agreements in this Section shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Administrative Global Agent, the Revolver Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local primary counsel for the Administrative Global Agent, the Revolver Agent and the Collateral Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Global Agent collectively (other than or the allocated Revolver Agent unless such costs result from services provided by such internal counsel are duplicative of internal counsel))services then being provided by outside counsel to the Global Agent, the Revolver Agent, the Collateral Agent or any of their respective Affiliates, as applicable, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs consummated and expenses limited in the case of legal fees, charges and disbursements to fees, charges and disbursements of one primary counsel to the Independent Valuation ProviderAgents, and if necessary, one local counsel in each appropriate jurisdiction), (ii) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Issuing Bank any LC Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-out of pocket fees, costs and expenses incurred by the Administrative Global Agent, the Revolver Agent, the Collateral Agent, the Issuing Bank any Lender or any Lender, LC Issuer (including the fees, charges and disbursements of any counsel for the Administrative Global Agent, the Revolver Agent, the Collateral Agent, the Issuing Bank any Lender or any LenderLC Issuer), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer unless such costs result from services provided by such internal counsel that are duplicative of services then being provided by outside counsel to the Global Agent, the Revolver Agent, the Collateral Agent, any Lender or any LC Issuer, as applicable, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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 thereof of such Loans or Letters of Credit, and (iv) 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 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 Global Agent’s and the Revolver Agent’s regular employees and agents engaged periodically to 5.12(b)(iii) in excess perform audits of the greater of (x) $200,000 Credit Parties’ books, records and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)business properties.

Costs and Expenses. The Borrower shall pay pay: (i) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent, which in the case of professional services will include only the reasonable fees, charges and disbursements of (1) one deal counsel, one regulatory counsel and one local real estate counsel for each state in which a Mortgage is entered into by any Loan Party (so long as none of the existing counsel is licensed in such state and practicing as real estate counsel in such state) to the Administrative Agent, (2) one title insurance company selected by the Administrative Agent and (3) one or more vendors selected by the Collateral Administrative Agent collectively (other than to perform any Phase I Environmental Site Assessments or similar environmental due diligence assessment, in each case, only to the allocated costs of internal counsel)), extent requested by the Administrative Agent) in connection with the syndication of the credit facilities provided for hereinCredit Facilities, the preparation preparation, negotiation, execution, and administration (other than internal overhead charges) delivery of this Agreement and the other Loan Documents (whether or not the transactions contemplated hereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, ), (iiiii) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Issuing Bank Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iiiiv) all out-of-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any Lender, Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any Issuing Lender), in connection with the enforcement or protection of its rights rights: (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or 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 thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording of such Loans or perfection Letters 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Credit.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and and/or the Collateral Agent collectively (other than the allocated costs of internal counsel)), Agent) 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 preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents or any amendment, amendment and any amendmentsrestatement, modifications modification or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) ), including all costs in connection with post-closing searches to confirm that security filings and expenses of the Independent Valuation Providerrecordations have been properly made, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any LenderBank), 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 SectionSection 10.03, 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 thereof of such Loans or Letters of Credit and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments documentary and other similar taxes and 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 respect of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan Documents.

Costs and Expenses. The Borrower shall pay agrees (i) to pay or reimburse each Agent for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation preparation, negotiation, syndication, protection and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents Documents, and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated) ), and the consummation and administration of the transactions contemplated hereby and thereby, including all costs and expenses of the Independent Valuation ProviderAttorney Costs, (ii) to pay or reimburse each L/C Issuer for all reasonable and documented out-of-pocket fees, costs and (including all Attorney Costs) expenses incurred by the Issuing Bank such 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) to pay or reimburse each Agent and each Lender for all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement of any rights or protection of its rights in connection with remedies under this Agreement and or the other Loan DocumentsDocuments (including with respect to the Loans and Letters of Credit, and including all such costs and expenses incurred during any legal proceeding, workout, restructuring or negotiations, including its rights any proceeding under this Section, or in connection with the Loans made or Letters of Credit issued hereunderany Debtor Relief Law), including all such Attorney Costs. 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 during by any workout, restructuring or negotiations in respect thereof Agent and (iv) all reasonable out-of-pocket the cost of independent public accountants and other outside experts retained by any Agent. If any Loan Party fails to pay when due any costs, expensesexpenses or other amounts payable by it hereunder or under any Loan Document, taxesincluding Attorney Costs and indemnities, assessments and other charges incurred in connection with any filing, registration, recording or perfection such amount may be paid on behalf of any security interest contemplated such Loan Party by any Security Document Agent 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsLender, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)its sole discretion.

Costs and Expenses. (a) The Borrower Participant shall indemnify and keep IFC indemnified against, and promptly upon demand by IFC pay to IFC, its pro rata share (i) all in the same proportion as the Relevant Participation bears to the whole of the B Loan), of any liabilities, costs, damages and reasonable and documented out-of-pocket fees, costs and expenses incurred by IFC in respect of the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), B Loan in connection with the syndication implementation or enforcement of the credit facilities provided for herein, the preparation and administration (IFC Investment Agreement or any other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection agreement with the issuanceCompany, amendmentor the Project Funds Agreement or the Security, renewal or extension the protection or preservation of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, thereunder or 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 matter arising therefrom and against any sums in respect thereof of the B Loan which IFC may be required to pay to any person thereunder (and (iv) all reasonable out-of-pocket costswhich are not the result of IFC's own gross negligence or willful misconduct). IFC acknowledges, expenseshowever, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection that it will seek reimbursement of any security interest contemplated by such costs and expenses from the Company in the first instance (without being under any Security Document obligation to commence legal proceedings or take any other action beyond making demand for such reimbursement), that any monies received from the Company will be allocated pro rata to costs and expenses attributable to the A Loan and the B Loan, and that it will only ask the Participants for reimbursement of a pro rata share of such costs and expenses if and to the extent that the Company does not reimburse the full amount of such costs and expenses to IFC. Any request for reimbursement will provide reasonable details of the costs and expenses involved. (b) Without prejudice to the foregoing, IFC shall be entitled, before exercising any discretion or performing any duties in respect of the B Loan under this Agreement, the IFC Investment Agreement, or any other document referred agreement with the Company or the Project Funds Agreement or the Security to therein. Unless an Event be indemnified by the Participants (pro rata to the participation in the B Loan of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses each of the Independent Valuation Provider incurred pursuant Participants) against any liability directly resulting from such exercise on such terms as IFC may reasonably require. (c) Any costs and/or expenses which apply to 5.12(b)(iii) the preservation or protection of both the A Loan and the B Loan and their respective rights or which arise in excess respect of both the A Loan and the B Loan shall be allocated pro rata between the A Loan and the B Loan; and the Participants shall bear their respective shares of the greater of portion allocated to the B Loan, as provided in subsections (xa) $200,000 and (yb) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)above.

Costs and Expenses. The Borrower shall pay (i) reimburse Agent for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket feesexpenses, costs including, without limitation, legal expenses and expenses attorneys’ fees (whether for internal or outside counsel), incurred by the Issuing Bank Agent in connection with the issuance(i) documentation and consummation of the transactions contemplated by or related to this Agreement and the Other Agreements, amendmentincluding, renewal without limitation, Uniform Commercial Code and other public record searches and filings, overnight courier or extension other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review costs; (ii) collection, protection or enforcement of any Letter of Credit rights in or any demand for payment thereunder, to the Collateral; (iii) collection of any Liabilities; and (iv) administration and enforcement of any of Agent’s and/or any Lender’s rights under this Agreement or any Other Agreement (including, without limitation, any costs and expense of any third party provider engaged by Agent for such purposes). Borrower shall also pay all normal service charges with respect to all accounts maintained by Borrower with any Lender and LaSalle and any additional services requested by Borrower from any Lender and LaSalle. All such costs, expenses and charges shall, if owed to LaSalle, be reimbursed by Agent and Lenders and in such event, or in the event such costs and expenses are owed to Agent or a Lender, shall constitute Liabilities hereunder, shall be payable by Borrower to Agent on demand, and until paid, shall bear interest at the highest rate then applicable to Revolving Loans hereunder. Agent shall provide invoices for such fees, costs, expenses and charges of Persons other than Agent or Lenders to Borrower promptly after receipt thereof from such Persons. In addition, during the occurrence and continuance of an Event of Default, Borrower shall reimburse each Lender for all documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxesincluding, assessments without limitation, legal expenses and other charges reasonable attorneys’ fees (whether for internal or outside counsel), incurred by such Lender in connection with any filingthe (i) collection, registration, recording protection or perfection enforcement of any security interest contemplated by any Security Document rights in 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 Collateral; (ii) collection of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 Liabilities; and (yiii) 0.05% administration and enforcement of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)of Lenders’ rights under this Agreement.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable reasonable, out of pocket fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Issuing Bank 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-reasonable out of pocket fees, costs and expenses incurred by the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any Lender, L/C Issuer (including the reasonable out of pocket fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any LenderL/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, 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 thereof and of such Loans or Letters of Credit; provided that pursuant to this clause (iv) 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 continuingiii), the Borrower Company shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant required to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all reimburse such fees, costs charges and expenses disbursements of more than one counsel to the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if necessary, one local domestic or foreign counsel in any 12-month period (relevant domestic or foreign jurisdiction, to the “IVP Supplemental Cap”)Administrative Agent, the L/C Issuer and the Lenders, taken as a whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual conflict of interest, in which case, upon prior written notice to the Company, the Company shall also be required to reimburse the reasonable out of pocket fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.

Costs and Expenses. The Each Borrower shall agrees, severally and not jointly, and whether or not any Loan is made or a Letter of Credit issued under this Agreement, to pay or reimburse the Administrative Agent, each Bank and each Issuing Bank upon demand for (i) its Applicable Share of all reasonable and documented out-of-pocket feescosts and expenses (including, costs without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent and its Affiliates in connection with the syndication, preparation, documentation, negotiation and/or execution of this Agreement and/or any of the other Transaction Documents, subject to any limitation described in the Commitment Letter and Xxxxx Fargo Fee Letter, (ii) its Applicable Share of all recording, filing and search fees and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication this Agreement and/or any of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderTransaction Documents, (iiiii) its Applicable Share of all reasonable and documented out-of-pocket fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Issuing Bank Administrative Agent in connection with the issuance(A) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or extension restatement of this Agreement and/or any of the other Transaction Documents or (B) the preparation of any Letter waiver or consent under this Agreement or under any of Credit or any demand for payment thereunderthe other Transaction Documents, (iiiiv) if an Event of Default with respect to such Borrower occurs, all reasonable documented out-of-pocket fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, the Collateral Agent, the Issuing any Bank or any LenderIssuing Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) its Applicable Share of any civil penalty or fine assessed by OFAC against, and all reasonable documented costs and expenses (including feescounsel fees and disbursements) incurred in connection with defense thereof by, charges the Administrative Agent or any Bank as a result of the conduct of such Borrower that violates a sanction enforced by OFAC (unless such penalty, fine, cost or expense is attributable to a specific Borrower, in which case such Borrower shall be solely liable for such amount). Each Borrower acknowledges and disbursements agrees that such attorneys’ fees and expenses referred to above shall be determined on the basis of counsel for rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by such attorneys) retained by the Administrative Agent, the Collateral Agent, the Issuing any Bank or any Lender), in connection with Issuing Bank. All of the enforcement or protection obligations of its rights in connection with each Borrower under this Agreement Section 9.03(a) shall survive the satisfaction and payment of such Borrower’s Obligations and the other Loan Documents, including its rights under termination of this Section, or 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) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Agreement.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) the Administrative Agent, each Arranger, each Bookrunner and each Syndication Agent, in each case together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable costs and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication development, preparation, negotiation and execution of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of Milbank LLP and, if reasonably necessary (in connection with the Loans made or Letters sole discretion of Credit issued hereunderthe Administrative Agent), including a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each of the foregoing Persons, (b) each Agent-Related Person for all such reasonable costs and out-of-pocket expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout, ” or restructuring or negotiations in respect thereof of the Obligations and (iv) during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes (other than income taxes) related thereto and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by each Agent-Related Person and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts (subject to the limitations above) retained by any Security Document such Agent-Related Person or any other document referred to thereinLender, as applicable. Unless an Event of Default has occurred and is continuing, All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses repayment of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of Revolving Loans and the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower Co-Borrowers shall jointly and severally pay or cause the applicable Loan Party to pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Agent, the Escrow Agent, the Mandated Lead Arrangers, the Incremental Mandated Lead Arrangers, and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside primary transaction counsel and of any necessary special and/or (plus local counsel in each applicable jurisdiction) for the Administrative Agent and and/or the Collateral Agent collectively (other than and/or the allocated costs Escrow Agent, all fees and time charges for attorneys who may be employees of internal counsel))the Administrative Agent and/or Collateral Agent and/or Escrow Agent, expenses incurred in connection with due diligence, inventory appraisal and collateral audit and reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining and maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents Documents, in connection with each step of the Permitted Reorganization, the Aleris Acquisition and the Permitted Holdings Amalgamation, and in connection with any amendmentsamendment, modifications amendment and restatement, modification or waivers waiver of the provisions hereof or thereof of any of the foregoing (whether or not the transactions contemplated hereby or thereby shall be consummated) ), including all costs in connection with post-closing searches to confirm that security filings and expenses of the Independent Valuation Providerrecordations have been properly made, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Escrow Agent, any Lender or any Lender, Receiver (including the fees, charges and disbursements of one primary counsel (plus local or special counsel in each applicable jurisdiction) for the Administrative Agent, Agent and/or the Collateral Agent and/or the Escrow Agent (and all fees and time charges for attorneys who may be employees of the Administrative Agent and/or the Collateral Agent and/or the Escrow Agent) and one primary counsel (plus local or special counsel in each applicable jurisdiction) for the Lenders, the Issuing Bank and one primary counsel (plus local or special counsel in each applicable jurisdiction) for any LenderReceiver), 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 SectionSection 11.03, (B) in enforcing, preserving and protecting, or attempting to enforce, preserve or protect its interests in the Collateral, the Escrow Account, the Escrowed Amounts, and the Escrowed Term Loans or (C) in connection with the Escrowed Account, the Escrowed Amounts, and the Loans made or Letters of Credit issued hereunderhereunder (including the Escrowed Term Loans), including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Escrow Account, Escrowed Amounts, the Loans and/or the Escrowed Term Loans and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments documentary and other similar taxes and 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 respect of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan Documents.

Costs and Expenses. The Borrower shall agrees, whether or not any Loan is made or a Letter of Credit issued under this Agreement, to pay or reimburse the Administrative Agent, each Bank and each Issuing Bank upon demand for (i) all reasonable and documented out-of-pocket fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereinsyndication, the preparation and administration (other than internal overhead charges) preparation, documentation, negotiation and/or execution of this Agreement and and/or any of the other Loan Documents Transaction Documents, subject to any limitation described in the Commitment Letter and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderXxxxx Fargo Fee Letter, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket feesrecording, costs filing and search fees and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights Agent in connection with this Agreement and and/or any of the other Loan Transaction Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including (iv) all such reasonable documented out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred during by the Administrative Agent in connection with the (A) the preparation, documentation, negotiation and execution of any workoutamendment, restructuring modification, extension, renewal or negotiations in respect thereof and restatement of this Agreement and/or any of the other Transaction Documents or (ivB) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents, (v) if an Event of Default occurs, all reasonable documented out-of-pocket costscosts and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by the Administrative Agent, taxes, assessments any Bank or any Issuing Bank in connection with such Event of Default and collection and other charges enforcement proceedings resulting therefrom and (vi) any civil penalty or fine assessed by OFAC against, and all reasonable documented costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any filingBank as a result of conduct of Borrower that violates a sanction enforced by OFAC. Borrower further agrees to pay or reimburse the Administrative Agent, registrationeach Bank and each Issuing Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording or perfection and/or filing of this Agreement and/or any security interest contemplated of the other Transaction Documents. Borrower acknowledges and agrees that such attorneys’ fees and expenses referred to above shall be determined on the basis of rates then generally applicable to the attorneys (and all paralegals, accountants and other staff employed by such attorneys) retained by the Administrative Agent, any Security Document Bank or any other document referred to thereinIssuing Bank. 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 All of the Independent Valuation Provider incurred pursuant to 5.12(b)(iiiobligations of Borrower under this Section 9.03(a) in excess shall survive the satisfaction and payment of Borrower’s Obligations and the greater termination of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)this Agreement.

Costs and Expenses. The Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay (i) when due, shall reimburse to Administrative Agent for the benefit of itself and Lenders on demand and shall indemnify Administrative Agent and Lenders from, all reasonable and documented out-of-pocket fees, costs costs, and expenses paid or incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereinnegotiation, the preparation and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents (and any amendments, modifications approvals, consents, waivers and releases requested, required, proposed or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lenderdone from time to time), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made disbursement, administration or Letters collection of Credit issued hereunderthe Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all such outfees and expenses of Administrative Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-of-pocket appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, documentary taxes, transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred during any workoutby Administrative Agent, restructuring or negotiations in respect thereof and (iv) all including reasonable out-of-pocket costsattorneys’ fees, 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 if the obligations or any other document referred part thereof are sought to thereinbe collected by or through an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, pay all costs and expenses of complying with the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsLoan Documents, in each case in the aggregate incurred for all whether or not such fees, costs and expenses are included in the Budget. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any 12-month period (of the “IVP Supplemental Cap”)Loan Documents, the foreclosure of the Mortgage or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and any other event whatsoever.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)but only one counsel for all such Persons together), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the 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, (iii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agentany Issuing Bank, the Issuing Bank any Swingline Lender or any Lender, (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Collateral Agent, the each Issuing Bank or and each Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender)conflict of interest arise, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including 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 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel))Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender, (including the reasonable fees, charges and disbursements of one outside counsel and one local counsel in each applicable jurisdiction for the Administrative Agent, the Collateral Agent, the Issuing Bank or and the Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender)conflict of interest arise, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof thereof, and (iv) and all reasonable out-of-pocket documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event For the avoidance of Default has occurred and is continuingdoubt, this Section 9.03(a) shall not apply to Taxes, the Borrower shall not be responsible for the reimbursement payment of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)which is governed by Section 2.16.

Costs and Expenses. The Borrower Company shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their each of its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank 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 fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any Lender, L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Collateral Administrative Agent, the Issuing Bank any Lender or any Lender)L/C Issuer, in connection with the enforcement or protection of its rights rights, including any audit fees incurred when conducting any audit of any Loan Party or any Collateral during the continuance of any Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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 of such Loans or Letters of Credit. The Company shall also pay for (or reimburse the Administrative Agent for any costs of) any real estate appraisals, limited updated appraisals, and (iv) all reasonable out-of-pocket costsenvironmental reports, expensesand any review of such appraisals, taxeslimited updated appraisals, assessments and other charges incurred environmental reports by the Administrative Agent’s internal or external consultants relating to Eligible Borrowing Base Real Estate, real estate that is included 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 calculation of the Independent Valuation Provider incurred pursuant Revolving Borrowing Base, or real estate that the Company seeks at any point to 5.12(b)(iii) have included in excess the calculation of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsRevolving Borrowing Base, in each case in to the aggregate incurred for all extent any such feesappraisal, costs and expenses in limited updated appraisal, or environmental report is required to be delivered to (or received by) the Administrative Agent pursuant to the terms of the Agreement, or is otherwise delivered or requested by the Company or any 12-month period (the “IVP Supplemental Cap”)Subsidiary.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) or reimburse the Administrative Agent and the Arrangers for all reasonable and documented (in reasonable detail) out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the preparation, negotiation, syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or and thereby shall be are consummated) ), and the consummation and administration of the transactions contemplated hereby and thereby, including all costs Attorney Costs of (i) Xxxxxx, Xxxxx & Xxxxxxx LLP (as counsel to the Administrative Agent and expenses of the Independent Valuation ProviderArrangers, taken as a whole), (ii) [reserved] and (iii) if reasonably necessary, one local counsel for the Administrative Agent and the Arrangers taken as a whole in each relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which, where reasonably practicable, may be a single law firm acting as local counsel in multiple relevant jurisdictions), and (b) to pay or reimburse the Administrative Agent, the Issuers and the Lenders for all reasonable and documented in reasonable detail out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension enforcement of any Letter of Credit rights or any demand for payment thereunder, remedies under this Agreement or the other Loan Documents (iii) including all out-of-pocket fees, such costs and expenses incurred by during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent, the Collateral AgentIssuers and the Lenders taken as a whole (and, the Issuing Bank or any Lenderif reasonably necessary, (including fees, charges and disbursements of one local counsel for to the Administrative Agent, the Collateral Issuers and the Lenders in any relevant jurisdiction material to the interests of the Agents, the Issuers and the Lenders (which, where reasonably practicable, may be a single law firm acting as local counsel in multiple relevant jurisdictions) and, in the event of any conflict of interest between any of the Administrative Agent, the Issuing Bank or any LenderIssuers and the Lenders (where the Person affected by such conflict of interest has informed the Borrower of such conflict), one additional counsel in connection each relevant jurisdiction to each group of affected Lenders and/or Issuers similarly situated taken as a whole)). The agreements in this Section 12.3 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid promptly following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. The Borrower and each other Loan Party hereby acknowledge that the Administrative Agent, any Issuer and/or any Lender may receive a benefit, including a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with the enforcement or protection of its rights in connection with Administrative Agent, such Issuer, and/or such Lender, including fees paid pursuant to this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan Document.

Costs and Expenses. The Borrower shall agrees (a) if the Closing Date occurs and to the extent not paid or reimbursed on or prior to the Closing Date, to pay or reimburse the Administrative Agent and Xxxxxxx Xxxxx Bank USA (iin its capacity as an Arranger) for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), such Arrangers incurred in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation negotiation, syndication, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby or thereby shall be consummated) and thereby, including all costs and expenses Attorney Costs of the Independent Valuation Providera single counsel and, if necessary, a single local counsel in each relevant material jurisdiction, (iib) upon presentation of a summary statement, to pay or reimburse the Administrative Agent and the Lenders, taken as a whole, promptly following a written demand therefor for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension enforcement of any Letter rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of Credit one counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any relevant jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole)) and (c) to pay or any demand reimburse the Administrative Agent for payment thereunder, (iii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agentfor field exams, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges appraisals and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), inspections performed in connection with the enforcement or protection Closing Date and at any time after the Closing Date if permitted by this Agreement. The agreements in this Section 10.04 shall survive the termination of its rights in connection with this Agreement the Aggregate Commitments and the repayment of all other Loan Documents, including its rights Obligations. All amounts due under this Section, or Section 10.04 shall be paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during reasonable detail. If any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket Loan Party fails to pay when due any costs, expensesexpenses or other amounts payable by it hereunder or under any Loan Document, taxes, assessments and other charges incurred such amount may be paid on behalf of such Loan Party by the Administrative 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. 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)its sole discretion.

Costs and Expenses. (A) The Borrower shall pay (i) on the Closing Date all reasonable and documented invoiced (and showing in reasonable detail) out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates Agents (including the reasonable and invoiced (and showing in reasonable detail) fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Agents), that have been invoiced to the Borrower at least one (1) Business Day prior to the Closing Date, in connection with the preparation, negotiation, due diligence, execution, and delivery of this Agreement and the Collateral other Loan Documents. (B) The Borrower shall pay (X) all reasonable and invoiced (and showing in reasonable detail) out-of-pocket expenses incurred by either Agent collectively (other than including the allocated costs reasonable and invoiced (and showing in reasonable detail) fees, charges and disbursements of internal counsel)counsel for such Agent), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents (including, without limitation, any such fees, charges and disbursements of counsel arising from either Agent’s actions under Section 7.12), (Y) all reasonable and invoiced (and showing in reasonable detail) out-of-pocket expenses incurred by either Agent (including the reasonable and invoiced (and showing in reasonable detail) fees, charges and disbursements of counsel for such Agent), in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs ), and expenses of the Independent Valuation Provider, (iiZ) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit Agent or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, Lender (including the reasonable documented fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Agent and each 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 SectionSection 12.4, or and (B) in connection with the Loans made or Letters of Credit issued Loan hereunder, including all such reasonable and invoiced (and showing in reasonable detail) out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Collateral Agent collectively (other than the allocated costs of internal counsel))Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank 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 fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Issuing Bank), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Bank or any Lender)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, or (B) in connection with the Loans Revolving Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Revolving Advances or Letters of Credit. The foregoing costs and (iv) expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by the Administrative Agent and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts retained by any Security Document the Administrative Agent or any other document referred to thereinLender. Unless an Event of Default has occurred and is continuingAll amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor, supported by customary documentation. The agreements in this Section shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Revolving Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Sustainability Structuring Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent, the Sustainability Structuring Agent and the Collateral Agent Agent, collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including including, subject to the last sentence of this paragraph (a), all costs and expenses of the Independent Valuation ProviderApproved Third-Party Appraiser retained by the Administrative Agent, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Sustainability Structuring Agent or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Sustainability Structuring Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, the Sustainability Structuring Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iviii) 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 Approved Third-Party Appraiser retained by the Administrative Agent incurred pursuant to 5.12(b)(iiiSection 5.12(b)(ii)(J) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (ia) all reasonable and documented out-of-pocket fees, All costs and expenses incurred by the Administrative AgentMaster Servicer in carrying out its duties hereunder, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs fees and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights Mortgage Loans (including enforcement of Liquidated Mortgages), shall be paid by the Master Servicer and the Master Servicer shall not be entitled to reimbursement hereunder, except that the Master Servicer shall be reimbursed out of the Liquidation Proceeds of a Liquidated Mortgage for ordinary and necessary Liquidation Expenses incurred by it directly in connection with this Agreement realizing upon the related Mortgaged Property. (b) In addition, the Master Servicer shall pay the cost of (i) the preservation, restoration and the other Loan Documentsprotection of any Mortgaged Property, (ii) any enforcement or judicial proceedings, including its rights under this Sectionforeclosures, or and (iii) the management and liquidation of a Mortgaged Property acquired in satisfaction of the related Mortgage Loan. Such expenditures may include costs of collection efforts, reappraisals when a Mortgage Loan is past due, legal fees in connection with foreclosure actions, advancing payments on the Loans made or Letters related senior mortgages, if any, acquiring the related senior mortgage(s), if any, advances of Credit issued hereunderdelinquent property taxes, including all upkeep and maintenance of the Mortgaged Property if it is acquired through foreclosure, and similar types of expenses. Each such out-of-pocket expenses expenditure constitutes a "Servicing Advance." The Master Servicer shall be obligated to make the Servicing Advances incurred during any workoutin the performance of its servicing obligations only if it determines (i) that such actions will increase the proceeds of liquidation of the Mortgage Loan to Certificateholders after reimbursement to itself for such expenses, restructuring or negotiations in respect thereof and (ivii) all reasonable out-of-pocket coststhat such expenses will be recoverable to it as described in clause (c) of this Section 5.08. (c) The Master Servicer shall be entitled to recover Servicing Advances to the extent permitted by the related Mortgage Loan or, expensesif not theretofore recovered from the Mortgagor on whose behalf such Servicing Advance was made, taxesfrom Liquidation Proceeds, assessments Insurance Proceeds and such other charges incurred in connection with any filing, registration, recording amounts as may be collected by the Master Servicer from the Mortgagor or perfection of any security interest contemplated by any Security Document or any other document referred otherwise relating to thereinthe Mortgage Loan. Unless an Event of Default has occurred and is continuing, Servicing Advances shall be reimbursable to the Borrower shall not be responsible for Master Servicer from the reimbursement of any fees, costs and expenses sources described above out of the Independent Valuation Provider incurred funds on deposit in the Certificate Account pursuant to 5.12(b)(iii) in excess Section 8.02(c), such right of reimbursement being prior to the greater rights of Certificateholders to receive any related Liquidation Proceeds (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”including Insurance Proceeds).

Costs and Expenses. The Borrower shall pay (i) all reasonable documented and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of up to one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iviii) 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 (i) the greater of (x) $200,000 and or (y) 0.05.05% of the total CommitmentsTotal Commitments minus (ii) reimbursement of fees, costs and expenses of the Revolving Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) of the Revolving Credit Facility, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article IX hereof, each of the Transferor (and, after the Effective Date, the Borrower) agrees to pay on the Payment Date following receipt of a request therefor, all reasonable out-of-pocket costs and expenses that have been invoiced at least three (i3) Business Days prior to such Payment Date of the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing and reporting, subject to the limitations, as applicable, set forth in Section 5.1(d) and Section 6.8), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable and documented fees and out-of-pocket expenses of one firm of external counsel and one firm of local counsel for the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, and the Secured Parties (taken as a whole) with respect thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket fees, costs and expenses, if any (including reasonable and documented out-of-pocket fees and expenses of one firm of external counsel per applicable jurisdiction for all such Persons, collectively), incurred by the Administrative Agent, the Collateral Agent Custodian, the Document Custodian, the Securities Intermediary or the Secured Parties in connection with the enforcement of this Agreement by such Person and their Affiliates the other documents to be delivered hereunder or in connection herewith. (including b) The Borrower shall pay on the Payment Date following receipt of a request therefor, all other reasonable fees, charges and disbursements of one outside counsel documented costs and of any necessary special and/or local counsel for expenses that are due and payable pursuant to Section 11.9(a) and that have been invoiced at least three (3) Business Days prior to such Payment Date and incurred by the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsSecured Parties, in each case in connection with periodic audits of the aggregate incurred for all such feesLoan Parties’ books and records, costs the Collateral, the Underlying Instruments, and expenses the information contained in any 12-month period (the “IVP Supplemental Cap”)Borrowing Base Certificates and Payment Date Reports.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (its Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel))Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable and documented out-of-pocket fees, costs expenses incurred by the Swingline Lender in connection with any Swingline Loan and (iv) all documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender, (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof (provided that such costs of counsel and other professionals shall be limited to one counsel and one professional for the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders taken as a whole (and in the case of a conflict of interests among or between the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender, one additional counsel to each affected party and, if necessary, one local counsel to the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender taken as a whole in each appropriate jurisdiction)) and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall Each Debtor agrees to pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Administrative Collateral Agent. The Debtors will also, within 15 days of receipt of a reasonably detailed invoice thereof, pay to the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and amount of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of its counsel, which the Collateral Agent, for the benefit of the Secured Parties, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the Collateral Agent the amount of any and all reasonable and documented out-of-pocket expenses, including the reasonable and documented fees and expenses of its counsel, which the Collateral Agent, for the benefit of the Secured Parties, may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Parties under the Debentures. The Company’s obligation to reimburse the Collateral Agent for any such fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by Closing shall be limited to the Administrative Agent, amount that the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), Company has agreed to pay as set forth in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 Section 5.2 of the Independent Valuation Provider incurred pursuant Securities Purchase Agreement. Until so paid, any fees payable hereunder shall be added to 5.12(b)(iii) in excess the principal amount of the greater of (x) $200,000 Debentures and (y) 0.05% of shall bear interest at the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Default Rate.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (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 and the Collateral Agent collectively (other than the allocated costs of internal counsel)and, if reasonably necessary, a local counsel for each jurisdiction for which local counsel is reasonably necessary), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any Lender, L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank any Lender or any LenderL/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, 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 thereof of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section 10.04(a) include, without limiting the generality of the foregoing, fees, costs and expense incurred in connection with (i) collateral monitoring, collateral reviews, appraisals and insurance reviews and (ivii) all field examinations and the preparation of reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination. All reasonable and documented out-of-pocket costsexpenses of protecting, expensesstoring, taxeswarehousing, assessments insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other charges incurred in connection with payments required to be made by the Administrative Agent to any filingPerson to realize upon any Collateral, registration, recording or perfection of any security interest contemplated shall be borne and paid by any Security Document or any other document referred to thereinthe Borrower. Unless an Event of Default has occurred and is continuing, the Borrower The Administrative Agent shall not be liable or responsible in any way for the reimbursement safekeeping of any feesCollateral, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) for any loss or damage thereto (except for reasonable care in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case its custody while Collateral is in the aggregate incurred Administrative Agent’s actual possession in accordance with the Security Agreement), for all such feesany diminution in the value thereof, costs and expenses in or for any 12-month period (act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the “IVP Supplemental Cap”)same shall be at Borrower’s sole risk.

Costs and Expenses. The Each Borrower and each Guarantor (jointly and severally) shall pay (ia) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates (including including, but not limited to, the reasonable fees, charges and disbursements of one law firm acting as outside counsel and of any necessary special and/or local counsel for the Administrative Agent Lender and one law firm acting as local counsel in each jurisdiction, the costs of appraisals, public record searches, environmental reports and reviews thereof, title work, recording fees, recording taxes and the Collateral Agent collectively (other than the allocated costs of internal counselany other related documents or examinations and investigations of the properties of Borrower and Guarantor and/or Borrower’s and Guarantor’s operations)), whether incurred prior to or from and after the date hereof, in connection with the syndication of due diligence process and/or the credit facilities provided for hereinpreparation, the preparation negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses the perfection of Lender’s Liens in the Independent Valuation ProviderCollateral, and (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iiib) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the preservation, administration, enforcement or and/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. If any Borrower should fail to pay any tax or other amount required by this Agreement to be paid or which may be reasonably necessary to protect or preserve any Collateral or such Borrower’s or Lender’s interests therein, Lender may make such payment and the amount thereof shall be payable on demand, shall bear interest at the Default Rate from the date of demand until paid and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments shall be deemed to be Obligations entitled to the benefit and other charges incurred in connection with any filing, registration, recording or perfection security of any security interest contemplated by any Security Document or any other document referred the Loan Documents. The requirement to therein. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, pay costs and expenses provided for herein shall survive termination of this Agreement, be a part of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of Obligations and be secured by the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Collateral.

Costs and Expenses. The Borrower shall pay (i) all amounts required to be paid in the Engagement Letter and (ii) reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including half of the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and and/or the Collateral Agent collectively (other than the allocated costs of internal counsel)), Agent) in connection with the syndication of the credit facilities provided for hereinherein (including the obtaining and maintaining of CUSIP numbers for the Loans) and the preparation, the preparation negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents Documents. Borrower shall pay (i) reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including all of the reasonable fees, charges and disbursements of counsel for the Administrative Agent and/or Collateral Agent) in connection with any amendmentsamendment, modifications amendment and restatement, modification or waivers waiver of the provisions hereof or thereof of the other Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) ), including all costs in connection with post-closing searches to confirm that security filings and expenses of the Independent Valuation Providerrecordations have been properly made, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, (including all of the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender), Bank) in connection with the enforcement or protection of its rights and remedies (A) in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 10.03, 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 thereof of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments documentary and other similar taxes and 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 respect of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan Documents.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any Lender, L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any LenderL/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and any of the other Loan Documents, including its rights under this Section, 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 of such Loans or Letters of Credit, and (iv) without limiting the generality of the foregoing, all reasonable out-of-pocket costsfees and expenses of any financial advisory or accounting firm retained by the Administrative Agent, expensesat the direction of the Required Lenders, taxes, assessments and other charges incurred in connection with the review, analysis, appraisal, valuation or restructuring of the Loan Parties or their respective Properties. The Borrower’s obligation to pay all such costs, expenses and charges includes, without limitation, any filingsuch costs, registration, recording expenses and charges that accrue after the commencement by or perfection against any Loan Party or any Affiliate thereof of any security interest contemplated by proceedings under any Security Document or any other document referred to therein. Unless an Event of Default has occurred and is continuing, Debtor Relief Laws naming such Person as the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) debtor in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)proceedings.

Costs and Expenses. The Borrower shall pay (ia) Except as set forth in Section 2.12(b) below, all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative AgentServicer in carrying out its duties hereunder, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs fees and expenses of Independent Public Accountants with respect to preparation of the Independent Valuation Providerfinancial statements and reports described in Section 2.11 and all other fees and expenses (including all fees and expenses arising as a result of the occurrence of a Re-Xxxxxxx Trigger) not expressly stated hereunder to be for the account of the Owner Trustee, shall be paid or caused to be paid by the Servicer out of the compensation to be paid to the Servicer pursuant to Section 2.08. (iib) all reasonable and documented During the term of this Servicing Agreement, the Servicer shall be reimbursed for actual out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuancesale or other disposal of a Financed Vehicle or collection of amounts due with respect to a Receivable including, amendmentbut not limited to, renewal the following (to the extent such cost or extension expense relates to the sale or other disposal or collection of amounts due with respect to a Receivable or a Financed Vehicle): (i) Any compensation paid to outside legal counsel retained to protect the interests of the Owner Trustee, the Indenture Trustee, the Note Insurer, the Swap Counterparty or the Noteholders in the assets administered under this Servicing Agreement as the Servicer deems necessary in accordance with its normal procedures; (ii) Any compensation paid to independent repossessors, auctioneers or appraisers and any Letter direct out of Credit pocket expenses arising from or any demand for payment thereunder, related to realization of the Receivables administered under this Servicing Agreement; (iii) all outAny sales, franchise, income, excise, personal property or other taxes arising from or related to any Receivables administered under this Servicing Agreement; (iv) Any parking or other fines, insurance, title or other such fees arising from or related to any Receivables administered under this Servicing Agreement; (v) Any expenses for special forms and materials, freight, tapes, communications, lock-of-pocket feesbox and other bank service charges, costs and other expenses; and (vi) Any expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), fees paid to outside accountants in connection with the enforcement or protection of its rights in connection with this Agreement procedures required to be performed pursuant to Section 2.11(b) hereof, provided that any such fees and the other Loan Documents, including its rights expenses paid under this Section, or 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 clause (ivvi) 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 5.12(b)(iii) in excess of the greater of (x) exceed $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)10,000 per annum.

Costs and Expenses. The In addition to the rights of indemnification granted under Section 12.01 hereof, the Borrower shall agrees to pay promptly (ia) all of each Credit Party’s and the Administrative Agent’s actual and reasonable out-of-pocket costs and documented expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all the actual and reasonable out-of-pocket fees, expenses and disbursements of counsel to each Credit Party and Administrative Agent in connection with the negotiation, preparation, execution and administration of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower; (c) all the actual costs and reasonable out-of-pocket expenses incurred by of creating and perfecting security interests in favor of the Administrative Agent, for the Collateral Agent benefit of Secured Parties, including filing and their Affiliates (including the recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, charges expenses and disbursements of one outside counsel to each Credit Party and Administrative Agent; (d) all of any necessary special and/or local counsel for the each Credit Party’s and Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all Agent’s actual costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, expenses for, and disbursements of any of such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees incurred by each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses incurred (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Issuing Bank Administrative Agent and its counsel) in connection with the issuance, amendment, renewal custody or extension preservation of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof Collateral; and (ivf) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or an Event of Default, all actual and reasonable out-of-pocket costs, costs and expenses, taxesincluding reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, assessments incurred by any Credit Party, Administrative Agent and Lenders in enforcing any Borrower Obligations of or in collecting any payments due from any DSG Party hereunder or under the other charges incurred Transaction Documents by reason of such Unmatured Initial Servicer Default, Initial Servicer Default, Unmatured Event of Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Transaction Documents) or in connection with any filing, registration, recording refinancing 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 restructuring of the Independent Valuation Provider incurred credit arrangements provided hereunder in the nature of a “work out” or pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)insolvency or bankruptcy cases or proceedings.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)but only one counsel for all such Persons together), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including and, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation ProviderApproved Third-Party Appraiser, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral AgentIssuing Bank, the Issuing Bank Swingline Lender or any Lender, (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or and the Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender)conflict of interest arise, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including 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 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 Approved Third-Party Appraiser incurred pursuant to 5.12(b)(iiiSection 5.12(b)(ii)(E), and the fees, costs and expenses incurred in accordance with Section 7.01(a) of the Guarantee and Security Agreement, in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case 450,000 in the aggregate incurred for all such fees, costs and expenses (excluding any valuation costs and expenses incurred by the Administrative Agent as a result of a regulatory directive) in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The In addition to the rights of indemnification granted under Section 16.1, the Borrower shall agrees to pay on demand, at any time on or after the Closing Date, all costs and expenses (other than with respect to Taxes, the indemnities for which are set out solely in Section 6.3 of this Agreement) in connection with the preparation, execution, delivery and administration of this Agreement, the other Transaction Documents, and the other documents and agreements to be delivered hereunder, and any amendments, waivers or consents executed in connection with this Agreement and/or the other Transaction Documents, including, without limitation, (i) all the reasonable legal fees and documented disbursements of Xxxx Xxxxxxx LLP, counsel to the Administrative Agent, the initial Funding Agents hereunder and the initial Lenders hereunder, (ii) the other reasonable out-of-pocket fees, costs and expenses incurred by of the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Funding Agents and the Collateral Agent collectively Lenders (other than the allocated costs of internal counsel)“Credit Parties”), including, without limitation, due diligence expenses, and printing, reproduction, document delivery and communication costs, each as incurred in connection with the syndication transactions contemplated hereunder, or the preparation, review, negotiation, execution and delivery and/or enforcement of the credit facilities provided Transaction Documents (but excluding legal fees and disbursements for herein, the preparation and administration (any counsel other than internal overhead chargesthe counsel described in clause (i) of this Agreement and the other Loan Documents and above), (iii) any amendments, modifications waivers and consents (but not any assignments or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummatedparticipation agreements) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank executed in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunderTransaction Documents, (iiiiv) all out-of-pocket fees, costs and expenses incurred by the Administrative Agentexpenses, the Collateral Agent, the Issuing Bank or if any Lender, (including feescounsel fees and expenses), charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender)Credit Parties, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Transaction Documents, including its rights under this Section, or 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 (ivv) 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 (including counsel fees and expenses) of the Independent Valuation Provider incurred Collateral Agent and the Account Bank. The Borrower shall pay all amounts under this Section 17.4 from time to time upon demand pursuant to 5.12(b)(iii) in excess the Flow of Funds and after the greater Borrower and the Service Providers have been furnished with reasonably detailed evidence thereof. The Borrower’s obligations under this paragraph shall survive any termination of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)this Agreement.

Costs and Expenses. The (a) In addition to the rights of indemnification granted to the Indemnified Parties under ARTICLE X hereof, the Borrower shall agrees to pay (i) on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and out-of-pocket expenses of one primary counsel and such other local or special counsel as may be necessary for the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Securities Intermediary, the Collateral Administrator and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Collateral Agent Custodian, the Securities Intermediary, the Collateral Administrator or the Secured Parties in connection with the enforcement of this Agreement by such Person and their Affiliates the other documents to be delivered hereunder or in connection herewith. (including b) The Borrower shall pay on the reasonable feesPayment Date following receipt of a request therefor, charges all other costs and disbursements of one outside counsel expenses that have been invoiced at least two (2) Business Days prior to such Payment Date and of any necessary special and/or local counsel for incurred by the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsSecured Parties, in each case in connection with periodic audits of the aggregate incurred for all such feesFS/KKR Parties’ books and records, costs the Collateral, the Underlying Instruments, and expenses the information contained in any 12-month period (the “IVP Supplemental Cap”)Borrowing Base Certificates and Payment Date Reports.

Costs and Expenses. The Borrower Unless otherwise stipulated herein, all costs and expenses and claims for damages of the Lenders, SACE, the Agent and/or the Mandated Lead Arranger which occur during the legal relations between these parties on the one side and the Borrowers on the other side and which are in relation to the Loans shall pay (i) be borne by the Borrowers whether or not any Drawdown ultimately takes place and all reasonable costs and documented out-of-pocket feesexpenses and claims for damages incurred in the maintenance of the security created by this Agreement and the Security Documents or the actual or attempted enforcement at any time of the rights of the Lenders, SACE, the Agent and/or the Mandated Lead Arranger hereunder and thereunder shall be borne by the Borrowers. This refers especially to expenses for maintenance, safeguarding and insurance of the Vessels or for upkeep and security of the Hypothec, costs for lifting a seizure of the Vessels, costs incident to guarding and custody of the Vessels, costs for every evaluation requested by the Agent with regard to value and condition of the Vessels in case of an Event of Default of the Borrowers and the fees for outside attorneys or other persons commissioned by the Lenders, SACE, the Agent and/or the Mandated Lead Arranger. This also includes expenses incurred by the Administrative AgentLenders, SACE, the Collateral Agent and their Affiliates (including and/or the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Mandated Lead Arranger in connection with the syndication of the credit facilities provided for hereindrafting, the preparation and administration (other than internal overhead charges) preparation, execution, carrying out, enforcement or attempted enforcement of this Agreement and/or the Security Documents as well as costs for translations and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all for legal opinions. All such costs and expenses of have to be paid when due and payable according to the Independent Valuation Providerrespective invoice, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred which will be notified by the Issuing Bank in connection with Agent to the issuance, amendment, renewal Borrowers. All amounts so disbursed or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred expended by the Administrative AgentLenders, SACE, the Collateral AgentAgent and/or the Mandated Lead Arranger shall be subject to (a) the Default Rate from the day five (5) Banking Days after the Agent has requested refunding or repayment thereof from the Borrowers until the time of refunding or repayment or (b) the Default Rate from the day of disbursement until the time of refunding or repayment thereof, if the Issuing Bank or any Lender, (including fees, charges and disbursements Agent has given notice of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued default hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay agrees (i) to pay or reimburse each Agent for all reasonable and documented out-of-pocket fees, out‑of‑pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereindevelopment, the preparation preparation, negotiation, syndication, protection and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents Documents, and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated) ), and the consummation and administration of the transactions contemplated hereby and thereby, including all costs and expenses of the Independent Valuation ProviderAttorney Costs, (ii) to pay or reimburse each L/C Issuer for all reasonable and documented out-of-pocket fees, costs and (including all Attorney Costs) expenses incurred by the Issuing Bank such 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) to pay or reimburse each Agent and each Lender for all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement of any rights or protection of its rights in connection with remedies under this Agreement and or the other Loan DocumentsDocuments (including with respect to the Loans and Letters of Credit, and including all such costs and expenses incurred during any legal proceeding, workout, restructuring or negotiations, including its rights any proceeding under this Section, or in connection with the Loans made or Letters of Credit issued hereunderany Debtor Relief Law), including all such Attorney Costs. 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 during by any workout, restructuring or negotiations in respect thereof Agent and (iv) all reasonable out-of-pocket the cost of independent public accountants and other outside experts retained by any Agent. If any Loan Party fails to pay when due any costs, expensesexpenses or other amounts payable by it hereunder or under any Loan Document, taxesincluding Attorney Costs and indemnities, assessments and other charges incurred in connection with any filing, registration, recording or perfection such amount may be paid on behalf of any security interest contemplated such Loan Party by any Security Document Agent 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsLender, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)its sole discretion.

Costs and Expenses. The Borrower shall pay (i) all reasonable reasonable, documented and documented out-of-pocket fees, costs and expenses actually incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable reasonable, documented and out-of-pocket fees, charges and disbursements of up to one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including including, subject to the last sentence of this clause (a), all reasonable, documented and out-of-pocket costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses expense 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, (iii) all documented and out-of-pocket fees, costs and expenses actually incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including the reasonable, documented and out-of-pocket fees, charges and disbursements of one outside counsel for the Administrative Agent, Agent and the Collateral Agent, taken as a whole, and one additional counsel for the Issuing Bank or any Lender)Lenders, taken as a whole, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such documented and out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in respect thereof and (iv) and all reasonable reasonable, documented and out-of-pocket costs, expenses, taxes, assessments and other charges actually 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 and or (y) 0.05.05% of the total Total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall agrees (a) to pay (i) or reimburse the Administrative Agent and Lenders for all reasonable and documented out-of-pocket fees, costs and expenses incurred by after the Administrative Agent, the Collateral Agent and their Affiliates Closing Date (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), but not before) in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents Documents, and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof and thereof requested by the Borrower or thereof negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated hereby or thereby shall be are consummated) ), including all costs and expenses of the Independent Valuation ProviderAttorney Costs, (iib) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension enforcement of any Letter rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs and other costs and expenses incurred in connection with any workout or restructuring in respect of Credit or the Loans and all such costs and expenses incurred during any demand for payment thereunderlegal proceeding and (c) without limiting the generality of the foregoing, (iii) to pay all reasonable and documented out-of-pocket feesfees and expenses of any financial advisory, appraisers or accounting firm retained by or for the benefit of the Administrative Agent or Lenders or by Xxxxxx & Xxxxxxx LLP, as counsel to the Lenders. The foregoing costs and expenses incurred by the Administrative Agentshall include all reasonable search., the Collateral Agentfiling, the Issuing Bank or any Lender, (including fees, recording and title insurance charges and disbursements of counsel for the Administrative Agentfees related thereto, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket Loan Party fails to pay when due any costs, expensesexpenses or other amounts payable by it hereunder or under any Loan Document, taxes, assessments and other charges incurred such amount may be paid on behalf of such Loan Party by the Administrative 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. 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)its sole discretion.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (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 and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender 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 fees, costs and expenses incurred by the Lead Arrangers, the Administrative Agent, the Collateral Lenders, the Issuing Lender, the Documentation Agent, the Issuing Bank or any Lender, Syndication Agent and the Swap Counterparties (including the fees, charges charges, expenses, and disbursements of any counsel for the Lead Arrangers, the Administrative Agent, the Collateral Lenders, the Issuing Lender, the Documentation Agent, the Issuing Bank or any LenderSyndication Agent and the Swap Counterparties), in connection with the enforcement or protection of its rights (A) in connection with this Agreement Agreement, the other Credit Documents and the other Loan DocumentsHedging Arrangements with Swap Counterparties, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Advances or Letters of Credit, and (iv) all reasonable out-of-out of pocket costs, expenses, taxes, assessments and other charges expenses of the Lenders incurred in connection the case of documentary taxes with respect to any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to thereinCredit Document. Unless an Event of Default has occurred and is continuingNotwithstanding the foregoing, the Borrower shall not be responsible for the reimbursement of any obligations incurred under clause (iii) hereof except for, attorney’s fees, costs expenses and expenses charges for (w) one primary counsel of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of Lead Arrangers, the greater of Administrative Agent, the Lenders, the Issuing Lender, the Documentation Agent, the Syndication Agent and the Swap Counterparties (taken as a whole), (x) $200,000 if necessary, a single firm of local counsel in each appropriate jurisdiction, and (y) 0.05% additional counsel if such representation by a single counsel would be inappropriate due to the existence of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)an actual or reasonably perceived conflict of interest.

Costs and Expenses. The Borrower shall Borrowers agree (a) to pay (i) or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Attorney Costs) incurred in connection with the preparation, negotiation, syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof or and thereof (whether or not the transactions contemplated hereby or thereby shall be are consummated) including all costs ), and expenses the consummation and administration of the Independent Valuation Providertransactions contemplated hereby and thereby (limited, in the case of legal fees and expenses, to the Attorney Costs of one counsel to the Administrative Agent and the Arrangers taken as a whole and, if reasonably necessary, one local counsel of the Administrative Agent, the Arrangers, and the Lenders taken as a whole in each relevant jurisdiction), and (iib) to pay or reimburse the Administrative Agent, the Issuers and the Lenders for all reasonable and documented out-of-pocket fees, costs and expenses (including Attorney Costs) incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred by during any legal proceeding, including any proceeding under any Debtor Relief Law, but limited, in the Issuing Bank in connection with case of legal fees and expenses, to the issuance, amendment, renewal or extension Attorney Costs of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by one counsel to the Administrative Agent, the Collateral AgentIssuers and the Lenders taken as a whole (and, if reasonably necessary, one local counsel in any relevant jurisdiction and, in the event of an actual or potential conflict of interest between the Agents, the Issuing Bank Issuers, and/or the Lenders, where the Person or Persons affected by such conflict of interest inform the Borrowers in writing of such conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole of the affected parties)). The agreements in this Section 12.3 shall survive the termination of the Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid within thirty (30) days following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail and such supporting material as the Borrowers may reasonably request. If any LenderLoan Party fails to pay when due any costs, (including feesexpenses or other amounts payable by it hereunder or under any Loan Document, charges and disbursements such amount may be paid on behalf of counsel for such Loan Party by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), Agent in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)sole discretion.

Costs and Expenses. (a) The Borrower shall agrees to pay (i) on demand to the Banks all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative AgentBanks including, the Collateral Agent without limitation, reasonable attorneys' and their Affiliates consultants' fees (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead chargesi) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or any instrument or agreement required hereunder or in connection with any proposed refinancing or restructuring of the Loans made or Letters credit provided in this Agreement in the nature of Credit issued hereunder, including all such a "work-out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof " and (ivii) for all reasonable out-of-pocket costsstamp, expenses, taxes, assessments registration and other charges duties and imposts to which this Agreement and any instrument or agreement required hereunder may be subject. The Borrower agrees to pay or to reimburse the Agent upon demand for reasonable attorneys' fees and other expenses incurred in connection with any filingthe preparation, registration, recording or perfection drafting and negotiation 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 continuingthis Agreement, the Notes, and the Loan Documents, any amendments, consents, or waivers hereto or thereto. The Borrower shall not be responsible for indemnify the reimbursement Banks against any and all liabilities and penalties resulting from any delay in payment, or failure to pay, any such duties and imposts upon written notice from the Banks that such amounts have been assessed. (b) Borrower agrees to indemnify the Agent and each Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any feesand all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the Independent Valuation Provider reasonable fees and disbursements of counsel, which may be incurred pursuant by such Indemnitee at any time in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to 5.12(b)(iii) in excess or arising out of the greater Loan Documents, any actual or proposed use of (x) $200,000 and (y) 0.05% proceeds of the total CommitmentsLoans or the Letter of Credit Advances, in each case in any transactions relating to any of the aggregate incurred foregoing, any act or omission of Borrower or any Guarantor or any environmental liability of Borrower or any Guarantor; provided that no Indemnitee shall have the right to be indemnified hereunder for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Advances or Letters of Credit. The foregoing costs and (iv) expenses shall include all reasonable search, filing, recording, appraisal charges and fees and taxes related thereto, and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts retained by any Security Document the Administrative Agent or any other document referred to thereinLender. Unless an Event of Default has occurred and is continuing, All amounts due under this Section 9.04 shall be payable within thirty (30) days after demand. The agreements in this Section shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable and documented out-of-pocket fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)but only one counsel for all such Persons together), in connection with the syndication of the credit facilities facility provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the 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, (iii) all reasonable documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the any Issuing Bank or any Lender, (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Collateral Agent, the Agent and each Issuing Bank or as well as one outside counsel for the Lenders and additional counsel should any Lender)conflict of interest arise, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or 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 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 ; provided that, notwithstanding the foregoing and is continuinganything to the contrary in any Loan Document, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider Administrative Agent, the Collateral Agent, any Lender and any of their respective Affiliates (including, but not limited to, their legal fees) in excess of $100,000 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 5.12(b)(iii) Section 5.12(b)(ii)(F)2 in excess of the greater of (x) $200,000 100,000 and (y) 0.05% of the total Commitments, in each case Commitments in the aggregate incurred for all such feesfess, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall agrees to pay or reimburse each of the Agents and the Lenders for: (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by of the Administrative Agent, Agents and the Collateral Agent and their Affiliates Lenders (including the reasonable feesfees and expenses of Xxxxxxxxx Xxxxxxx LLP, charges and disbursements of one outside New York counsel and of any necessary special and/or local counsel for to the Administrative Agent and the Collateral Agent collectively (other than Agent, and experts engaged by the allocated costs of internal counsel)), Agents or the Lenders from time to time) in connection with (A) the syndication of the credit facilities provided for hereinnegotiation, the preparation preparation, execution, delivery and administration (other than internal overhead charges) performance of this Agreement and the other Loan Financing Documents and any amendments, modifications or waivers 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) including all (provided, that, the Borrower shall not be required to pay or reimburse the Agents and the Lenders under this clause (i)(A) for costs and expenses in an amount in excess of the Independent Valuation Providerexpense budget previously agreed upon by the Borrower and the Administrative Agent) or (B) any amendment, modification or waiver of any of the terms of this Agreement or any other Financing Documents, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by of the Issuing Bank Lenders (including payment of the fees and reimbursements provided for herein) and the Agents (including reasonable and documented outside counsels’ fees and expenses and reasonable and documented outside 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 any Loan Party under this Agreement or the obligations of any demand for payment thereunderMaterial Counterparty under any other Financing Document or Material Agreement and (B) the enforcement of this Section 10.03 or the preservation of their respective rights, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxesTaxes, 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, (iv) all reasonable and documented out-of-pocket costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iiiAgents and the Lenders (including the reasonable and documented fees and expenses of the experts and consultants engaged by the Agents or the Lenders) in excess of connection with the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Lenders’ due diligence review.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) the Administrative Agent, each Arranger, each Bookrunner and each Syndication Agent, in each case together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable costs and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication development, preparation, negotiation and execution of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and, if reasonably necessary (in connection with the Loans made or Letters sole discretion of Credit issued hereunderthe Administrative Agent), including a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each of the foregoing Persons, (b) each Agent-Related Person for all such reasonable costs and out-of-pocket expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable fees and reasonable disbursements of a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout, ” or restructuring or negotiations in respect thereof of the Obligations and (iv) during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by each Agent-Related Person and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts (subject to the limitations above) retained by any Security Document such Agent-Related Person or any other document referred to thereinLender, as applicable. Unless an Event of Default has occurred and is continuing, All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses repayment of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of Revolving Loans and the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Without limiting any Loan Document and to the extent not prohibited by applicable Laws, Borrower shall pay (i) when due, shall reimburse to Administrative Agent for the benefit of itself and Lenders on demand and shall indemnify Administrative Agent and Lenders from, all reasonable and documented out-of-pocket fees, costs costs, and expenses paid or incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereinnegotiation, the preparation and administration (other than internal overhead charges) execution of this Agreement and the other Loan Documents (and any amendments, modifications approvals, consents, waivers and releases requested, required, proposed or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lenderdone from time to time), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the disbursement, administration or collection of the Loans made or Letters the enforcement of Credit issued hereunderthe obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iva) all reasonable outfees and expenses of Administrative Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-of-pocket appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, expensesincluding abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations, site assessments and remediations; (i) recordation taxes, assessments documentary taxes, transfer taxes and other charges mortgage taxes; (j) filing and recording fees; and (k) loan brokerage fees. Borrower shall pay all costs and expenses incurred in connection with any filingby Administrative Agent, registrationincluding reasonable attorneys’ fees, recording or perfection of any security interest contemplated by any Security Document if the obligations or any other document referred part thereof are sought to thereinbe collected by or through an attorney at law, whether or not involving probate, appellate, administrative or proceedings under any Debtor Relief Law. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, pay all costs and expenses of complying with the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total CommitmentsLoan Documents, in each case in the aggregate incurred for all whether or not such fees, costs and expenses are included in the Budgets. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any 12-month period (of the “IVP Supplemental Cap”)Loan Documents, the foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, proceeding under any Debtor Relief Law, and any other event whatsoever. Borrower acknowledges that Administrative Agent may receive a benefit, including a discount, credit or other accommodation, from Administrative Agent’s counsel based on the fees such counsel may receive on account of such counsel’s relationship with Administrative Agent, including fees paid in connection with this Agreement.

Costs and Expenses. The Borrower shall pay agrees (i) to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arrangers for all reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (ii) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (iii) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. 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, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Lead Arrangers and the Collateral Agent collectively (cost of independent public accountants and other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred outside experts retained by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement Agent and the other Loan Documents, including its rights Lead Arrangers. All amounts due under this Section, or Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in connection with this Section 11.04 shall survive 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) 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 termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess aggregate Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower Upon the Close of Escrow: (i) Subject to subsection (ii)(G), below, Seller shall pay (iA) all reasonable county documentary transfer taxes, (B) one-half (1/2) of all city transfer taxes, (C) all Escrow fees, (D) Seller’s share of prorations, (E) real estate commissions payable to Seller’s Broker, (F) Stanford’s legal and documented outadministrative charges and costs, if any, payable to Stanford under the Ground Lease to consummate the transaction contemplated hereby (provided, however, for clarity, Seller shall not be obligated to pay legal or any other costs of Stanford or Buyer related to or arising out of Stanford’s and Buyer’s negotiations of a restated or amended Ground Lease), and (G) the premium for the Owner’s Policy (exclusive of any endorsements or non-ofstandard coverage) and (ii) Buyer shall pay (A) one-pocket half (1/2) of all city transfer taxes, (B) all document recording charges, (C) the cost of any endorsements not included in the Owner’s Policy addressed in subsection (i)(G) above, (D) Buyer’s share of prorations, (F) real estate commissions payable to Buyer’s Broker, if any, pursuant to Section 8.2, and (G) any county documentary transfer taxes or city transfer taxes triggered by any restatement or amendment to the Ground Lease, and (iii) at or after the Closing, Buyer and Seller shall each pay all legal and professional fees and fees of other consultants incurred by them, respectively. All other escrow fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent shall be allocated between Buyer and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Seller in connection accordance with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case customary practice in the aggregate incurred for all County. Escrow Holder shall notify Buyer and Seller in writing of their respective shares of such fees, costs and expenses in any 12-month period at least three (3) business days prior to the “IVP Supplemental Cap”)Closing.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Lender and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Lender), and shall pay all reasonable fees and time charges and disbursements for attorneys who may be employees of the Collateral Agent collectively (other than the allocated costs of internal counsel))Lender, in connection with the syndication participation of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, Lender (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the 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, 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 of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket costsexpenses of the Lender's regular employees and agents engaged periodically, expensesin accordance with Section 8.1.5, taxesto perform audits of the Loan Parties' books, assessments records and other charges incurred in connection with any filingbusiness properties. Notwithstanding the foregoing, registration, recording or perfection the Borrowers shall be responsible for allocated costs of any security interest contemplated by any Security Document or any other document referred to therein. Unless an internal counsel only during a post-Event of Default has occurred and is continuing, out-of-court restructuring or after the Borrower shall not be responsible for the reimbursement filing of any feespetition in bankruptcy or the commencement of any insolvency, costs and expenses of the Independent Valuation Provider incurred pursuant reorganization or like proceeding relating to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)a Loan Party.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for or reimburse the Administrative Agent and the Collateral Agent collectively (other than for all reasonable and documented out‑of‑pocket costs and expenses incurred before, on or after the allocated costs of internal counsel)), Closing Date in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs of counsel to the Administrative Agent and the Collateral Agent, and, to the extent reasonably necessary, local counsel in any relevant jurisdiction, (b) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out‑of‑pocket costs and expenses incurred after the Closing Date in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof requested by the Borrower or negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of counsel to the Administrative Agent and the Collateral Agent, and, to the extent reasonably necessary, local counsel in any relevant jurisdiction and (c) after the occurrence of an Event of Default, to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out‑of‑pocket costs and expenses incurred in connection with the Loans made enforcement of any rights or Letters of Credit issued hereunder, remedies under this Agreement or the other Loan Documents (including all such out-of-pocket costs and expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filingworkout or restructuring in respect of the Loans, 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, all such costs and expenses of incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and counsel to the Independent Valuation Provider incurred pursuant Administrative Agent and the Collateral Agent, and, to 5.12(b)(iii) the extent reasonably necessary, local counsel in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, any relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out‑of‑pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any 12-month period (Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the “IVP Supplemental Cap”)Administrative Agent in its sole discretion.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (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 and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs ), and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, Lender (including the documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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 of such Loans. The foregoing costs and expenses shall include (ivi) all search, filing, and recording charges, and fees and taxes related thereto, (ii) other reasonable out-of-pocket costs, expenses, taxes, assessments expenses incurred by the Administrative Agent and other charges incurred each Related Party thereof arising with respect to or in connection with any filingcreating and perfecting Liens in favor of the Administrative Agent, 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 benefit of Secured Parties pursuant hereto or otherwise relating to the Collateral, including the reasonable and documented tees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any feesopinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all the reasonable costs and expenses (including the reasonable and documented fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Collateral.

Costs and Expenses. The Borrower Borrowers shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank any L/C 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 fees, costs and expenses incurred by the Administrative Agent, any Lender or the Collateral Agent, the Issuing Bank or any Lender, L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Collateral Administrative Agent, the Issuing Bank any Lender or any Lender)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, 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 of such Loans or Letters of Credit; provided, so long as there is no conflict of interest between the Lenders and/or the L/C Issuers, the reimbursement of outside attorneys’ fees and costs shall be limited to the cost of one counsel for the Administrative Agent and an additional counsel for the Lenders and the L/C Issuers. The foregoing costs and expenses shall include (ivi) all search, filing, and recording charges, and fees and taxes related thereto, (ii) other reasonable out-of-pocket costs, expenses, taxes, assessments expenses incurred by the Administrative Agent and other charges incurred each Related Party thereof arising with respect to or in connection with any filingcreating and perfecting Liens in favor of the Administrative Agent, 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 benefit of any Secured Parties pursuant hereto or otherwise relating to the Collateral, including the reasonable fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or Required Lenders may request in respect of Collateral or the Liens created pursuant to the Collateral Documents, and (iii) all the reasonable costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Collateral.

Costs and Expenses. The Borrower shall and any other Credit Party, jointly and severally, shall, promptly following written demand therefor, pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and each of their respective Affiliates (including the reasonable fees, charges and disbursements of one outside counsel McGuireWoods LLP and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lenders in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, each Lender and the Issuing Bank Lenders in connection with the enforcement or preservation of any Lender, rights (including the reasonable fees, charges and disbursements of counsel for the Administrative Agenttherefor and all such out-of-pocket expenses incurred during any workout, the Collateral Agent, the Issuing Bank restructuring or related negotiations in respect of any Lender), in connection with the enforcement Loans or protection Letters of its rights Credit) (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workoutthe fees and disbursements of counsel to the Administrative Agent, restructuring each Lender and the Issuing Lenders; provided that, so long as no Default or negotiations in respect thereof and (iv) 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 exists, such reimbursement for legal fees and is continuing, the Borrower disbursements shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant limited to 5.12(b)(iii) in excess of the greater of (x) $200,000 the fees and disbursements of one primary counsel designated by the Administrative Agent plus (y) 0.05% the fees and disbursements of McGuireWoods LLP plus (z) the total Commitments, in each case in fees and disbursements of any local and specialist counsel engaged by the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Administrative Agent.

Costs and Expenses. The Borrower (a) Owner shall pay all properly incurred costs and expenses of performing the Transitional Services, including without limitation the applicable costs and expenses listed on Schedule 5.01 to the extent in the budget contained in the Approved Transition Plan, and all costs and expenses (whether or not on Schedule 5.01) approved by Owner and incurred during the Transition Period. Acting on behalf of Owner as agent, Operator shall incur expenses during the Transition Period only to the extent the nature and amount of such costs and expenses are included in the Approved Transition Plan or are otherwise approved by Owner. Payment of such expenses shall be made by Owner within thirty (30) days of Operator's submission of an invoice therefor; provided, however, that Owner may defer payment until the Operating Period Commencement Date set forth in the notice by Owner pursuant to Section 3.02. (b) Subject to the provisions of this Section 5.01(b), Owner shall pay all properly incurred costs and expenses of performing the O&M Services (collectively, the "O&M Expenses"), including without limitation the costs and expenses listed on Schedule 5.01. Acting on behalf of Owner as agent, Operator shall incur O&M Expenses only to the extent the nature and amount of such costs and expenses (i) all reasonable and documented out-of-pocket feesare included within the Approved Operating Budget (it being agreed that Operator may exceed the budget amount for any line item so long as the overall budget amount has not been exceeded) or are otherwise approved by Owner, costs and expenses (ii) are incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension performance of any Letter of Credit Unscheduled Maintenance as approved in writing by Owner, or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges are 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 thereinan emergency as provided under Section 4.04 hereof. Unless an Event of Default has occurred and is continuing, the Borrower Operator shall not be responsible for paying all expenses not incurred in accordance with this Agreement. Payment of O&M Expenses by Owner shall be made from the reimbursement O&M Operating Account, which is more particularly described in Section 5.03. Except as specifically provided herein, Operator shall not incur on Owner's behalf any O&M Expenses. All O&M Expenses, except the Labor Costs of any feesOperator's personnel, costs the cost of services provided by Operator's Affiliates and expenses of the Independent Valuation Provider items purchased with xxxxx cash, shall be incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)name of Owner.

Costs and Expenses. The Borrower shall pay (i) all reasonable documented and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of up to one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable documented and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iviii) and all reasonable documented and 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 and or (y) 0.05.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether Whether or not the transactions contemplated hereby or thereby shall be consummated, Borrower agrees to pay promptly (a) including all the Administrative Agent’s actual, documented, and reasonable costs and expenses of preparation of the Independent Valuation ProviderLoan Documents and any consents, amendments, waivers or other modifications thereto; (iib) all the reasonable and documented out-of-pocket fees, expenses and disbursements of counsel to Agents 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 Borrower; (c) all the actual and documented reasonable costs and expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable and documented 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 the Collateral or the Liens created pursuant to the Collateral Documents; (d) all the Administrative Agent’s actual costs and reasonable fees, expenses for, and disbursements of any of Administrative Agent’s, auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees (including expenses and disbursements of outside counsel) incurred by Administrative Agent; (e) all the actual and documented reasonable costs and expenses (including the reasonable and documented fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (f) all other actual, documented, and reasonable costs and expenses incurred by the Issuing Bank each Agent in connection with the issuancenegotiation, amendmentpreparation and execution of the Loan Documents and any consents, renewal amendments, waivers or extension other modifications thereto and the transactions contemplated thereby; and (g) after the occurrence of any Letter a Default or an Event of Credit or any demand for payment thereunderDefault, (iii) all out-of-pocket fees, costs and expenses expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Loan Party hereunder or under the Administrative Agent, the Collateral Agent, the Issuing Bank other Loan Documents by reason of such Default or any Lender, Event of Default (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, Guaranty) or in connection with the Loans made any refinancing 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) 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 credit arrangements provided hereunder in the nature of a “work out” or pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)insolvency or bankruptcy cases or proceedings.

Costs and Expenses. The Borrower shall agrees to pay or reimburse (ia) the Administrative Agent, the Arranger, the Bookrunner and the Syndication Agent, in each case together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates, for all reasonable and documented costs and out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication development, preparation, negotiation and execution of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionall Attorney Costs, or which Attorney Costs shall be limited to the reasonable and documented fees and disbursements of Milbank LLP and, if reasonably necessary (in connection with the Loans made or Letters sole discretion of Credit issued hereunderthe Administrative Agent), including a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each of the foregoing Persons, (b) each Agent-Related Person for all such reasonable and documented costs and out-of-pocket expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which Attorney Costs shall be limited to the reasonable and documented fees disbursements of a single primary counsel and, if reasonably necessary (in the sole discretion of the Administrative Agent), a single local counsel in each appropriate jurisdiction and a single insurance regulatory counsel, collectively, for each Agent-Related Person, and (c) each Agent-Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement (including this Section 10.04) or the other Loan Documents (including all such costs and expenses incurred during any “workout, ” or restructuring or negotiations in respect thereof of the Obligations and (iv) during any legal proceeding, including in any Insolvency Proceeding or appellate proceeding), including all reasonable fees, expenses and disbursements of any law firm or other external legal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and other out-of-pocket costs, expenses, taxes, assessments expenses incurred by each Agent-Related Person and the cost of independent public accountants and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated outside experts (subject to the limitations above) retained by any Security Document such Agent-Related Person or any other document referred to thereinLender, as applicable. Unless an Event of Default has occurred and is continuing, All amounts due under this Section 10.04 shall be payable within ten (10) Business Days after written demand therefor. The agreements in this Section 10.04 shall survive the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses repayment of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of Revolving Loans and the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. The Borrower shall agrees (a) to pay (i) or reimburse the Administrative Agent and Lenders for all reasonable and documented out-of-pocket fees, costs and expenses incurred by before, on or after the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Closing Date in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents Documents, and any amendmentsamendment, modifications waiver, consent or waivers other modification of the provisions hereof and thereof requested by the Borrower or thereof negotiated in consultation with Borrower (in each case, whether or not the transactions contemplated hereby or thereby shall be are consummated) ), including all costs and expenses of the Independent Valuation ProviderAttorney Costs, (iib) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension enforcement of any Letter rights or remedies under this Agreement or the other Loan Documents (including all Attorney Costs and other costs and expenses incurred in connection with any workout or restructuring in respect of Credit or the Loans and all such costs and expenses incurred during any demand for payment thereunderlegal proceeding, including any proceeding in the Chapter 11 Case and (iiic) without limiting the generality of the foregoing, to pay all reasonable and documented out-of-pocket feesfees and expenses of any financial advisory, appraisers or accounting firm retained by or for the benefit of the Administrative Agent or Lenders or by Xxxxxx & Xxxxxxx LLP, as counsel to the Lenders, including, without limitation, the fees and expenses of the Financial Advisor. The Borrower’s obligation to pay all such reasonable and documented out-of-pocket costs, expenses and charges includes, without limitation, any such costs, expenses and charges that accrue after any conversion of the Chapter 11 Case to proceedings administered under Chapter 7 of the Bankruptcy Code. The foregoing costs and expenses incurred by the Administrative Agentshall include all reasonable search, the Collateral Agentfiling, the Issuing Bank or any Lender, (including fees, recording and title insurance charges and disbursements of counsel for the Administrative Agentfees related thereto, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during by the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket Loan Party fails to pay when due any costs, expensesexpenses or other amounts payable by it hereunder or under any Loan Document, taxes, assessments and other charges incurred such amount may be paid on behalf of such Loan Party by the Administrative 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. 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)its sole discretion.

Costs and Expenses. The Without limitation of any Loan Document and to the extent not prohibited by applicable Laws, (a) Borrower shall pay (i) all reasonable when due, and documented out-of-pocket feesreimburse to Agent to the extent paid by Agent on demand, costs and expenses incurred by the Administrative Agentindemnify Agent from, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses paid or incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), Agent in connection with the enforcement or protection negotiation, preparation and execution of its rights in connection with this Agreement and the other Loan DocumentsDocuments (and any amendments, including its rights under this Sectionapprovals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the Loans made disbursement, administration or Letters collection of Credit issued hereunderthe Loan or the enforcement of the Obligations or the exercise of any right or remedy of Agent, including reasonable fees and expenses of Agent's counsel, and (b) Borrower shall reimburse to Lenders to the extent paid by Lenders on demand, and indemnify Lenders from, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 paid or incurred by Lenders in connection with the collection of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Loan after Default or the enforcement of the greater Obligations or the exercise of (x) $200,000 any right or remedy of Lenders, including reasonable fees and (y) 0.05% expenses of the total Commitments, in each case in the aggregate incurred for Lenders' counsel. Borrower shall pay all such fees, costs and expenses incurred by Agent or Lenders, including attorneys' fees, if the Obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and expenses of complying with the Loan Documents. Borrower's obligations under this Section shall survive the delivery of the Loan Documents, the making of Advances, the payment in full of the Obligations, the release or termination of the Loan Documents, any 12-month period (bankruptcy or other debtor relief proceeding, and any other event whatsoever. Borrower acknowledges that none of the “IVP Supplemental Cap”)foregoing costs and expenses are included in the Commitment Fee.

Costs and Expenses. The Borrower shall promptly pay (i) all taxes and assessments and all reasonable and documented out-of-pocket feesexpenses, charges, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities fees provided for herein, the preparation and administration (other than internal overhead charges) of in this Agreement or relating to the Loan, including, without limitation, fees and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with protective advances made by Lender under this Agreement, any filing, registration, reasonable fees incurred for recording or perfection filing any of the Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any security interest contemplated consultants, reasonable fees and expenses of Lender's counsel, documentation, closing, and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds and fees for any appraisal and appraisal review, environmental report and environmental report review, inspection report review, and market or feasibility study required by any Security Document Lender. Borrower hereby authorizes Lender to disburse the proceeds of the Loan to pay such expenses, charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. Lender shall make such disbursements notwithstanding the fact that the Loan is not “in balance” or that Borrower is in default under the terms of this Agreement or any other document referred Loan Document. Such disbursement shall be added to thereinthe outstanding principal balance of the Note. Unless an Event of Default has occurred The authorization hereby granted shall be irrevocable, and is continuingno further direction or authorization from Borrower shall be necessary for Lender to make such disbursements. However, the Borrower provision of this Section 8.1 shall not be responsible for the reimbursement of any feesprevent Borrower from paying such expense, charges, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitmentsfees from its own funds. All such expenses, in each case in the aggregate incurred for all such feescharges, costs and expenses fees shall be Borrower's obligation regardless of whether or not Borrower has requested and met the conditions for a disbursement of the Loan. The obligations on the part of Borrower under this Section 8.1 shall survive the closing of the Loan and the repayment thereof. Borrower hereby authorizes Lender, in its discretion, to pay such expenses, charges, costs and fees at any 12-month period (time by a disbursement of the “IVP Supplemental Cap”).Loan. 

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by Lender (whether prior or subsequent to the Administrative Agentdate hereof and regardless of whether an Event of Default exists) in connection with (a) the negotiation, preparation, execution, delivery, administration, modification, amendment or waiver of, or consent under, any provision of this Agreement, any of the Collateral Agent other Loan Documents or any of the other documents to be delivered hereunder or thereunder, (b) the closing or administration of the Loan, and their Affiliates (c) any Default or alleged Default hereunder; including in each case, without limitation, all reasonable fees and expenses associated with travel and all reasonable fees and expenses of legal counsel (including the reasonable fees, charges and disbursements of one outside legal counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal in-house legal counsel)), accountants, appraisers, engineers, surveyors and consultants retained by Lender with respect thereto. Additionally, if an Event of Default occurs, Borrower shall pay all costs and expenses incurred by Lender (including, without limitation, the reasonable fees and expenses of legal counsel, including outside legal counsel and the allocated costs of in-house legal counsel) in connection with the syndication of the credit facilities provided for hereinrestructuring or enforcement (whether through negotiation, the preparation and administration (collection, bankruptcy, insolvency or other than internal overhead chargesenforcement proceedings or otherwise) of this Agreement and the other Loan Documents and any amendments, modifications or waivers the collection of the provisions hereof Loan, including, without limitation, any costs incurred in connection with any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or thereof (whether otherwise dispose of or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses realize upon any of the Independent Valuation ProviderCollateral. Additionally, (ii) Borrower shall pay all reasonable and documented out-of-pocket fees, costs and expenses incurred by Lender (including, without limitation, the Issuing Bank reasonable fees and expenses of legal counsel, including outside legal counsel and the allocated costs of in-house legal counsel) in connection with any litigation, contest, dispute, suit, proceeding or action brought against Lender by any third party relating in any way to the issuanceProperty or any of the other Collateral, amendmentthis Agreement or any of the other Loan Documents or Borrower's affairs. Additionally, renewal if any taxes (excluding taxes imposed upon or extension measured by the net income of Lender but including, without limitation, any note or mortgage taxes and all revenue stamps) shall be payable on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Sectionor the creation of any of the Obligations hereunder, by reason of any existing or hereafter enacted federal or state statute, Borrower will pay all such taxes, including, but not limited to, any interest and penalties thereon, and will indemnify and hold Lender and Lender harmless from and against liability in connection therewith. Additionally, Borrower shall pay all recording, filing and related costs reasonably incurred by Lender in connection with the Loans made or Letters of Credit issued hereunderLoan. All amounts payable by Borrower pursuant to this Section 9.14 shall be due and payable ten (10) days after written demand to Borrower (which demand shall include invoices for such amounts). All such amounts shall be additional Obligations under this Agreement and shall be secured by the Security Documents and the Collateral. All such amounts shall bear interest at the Contract Rate (or, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 continuingif applicable, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”Default Rate).

Costs and Expenses. The Borrower shall Company agrees to pay (i) all reasonable and documented out-of-pocket fees, costs documented and invoiced expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Providerthereof, (ii) all reasonable documented and documented invoiced out-of-pocket fees, costs and expenses incurred by the Issuing Bank any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, thereunder and (iii) all reasonable out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, Lender and any L/C Issuer (including the fees, charges and disbursements of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent, any Lender and the Collateral Agent, the Issuing Bank or any LenderL/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, 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 of such Loans or Letters of Credit; PROVIDED that the Company shall not be required to reimburse the legal fees and expenses of more than one outside counsel (ivin addition to any special counsel and up to one local counsel in each applicable local jurisdiction) for all reasonable out-of-pocket costsPersons indemnified under this SUBSECTION (a); PROVIDED, expensesFURTHER, taxesthat the Company shall not be required to pay the fees and expenses of third party advisors to the Administrative Agent, assessments and other charges incurred in connection with any filingLender or the L/C Issuer (which shall not include counsel otherwise authorized hereunder) without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed); PROVIDED, registrationFURTHER that, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an so long as no Event of Default has occurred and is continuing, the Borrower fees, charges and disbursements incurred by counsel for the Administrative Agent in connection with the administration of, or any amendments, modifications or waivers to, the Loan Documents shall not be responsible for exceed $5,000 in any given month without the reimbursement of any fees, costs and expenses prior written consent of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) Company and no amounts in excess of $5,000 per month shall be payable by the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all Company if no such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)prior written consent has been obtained.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Lead Arranger, the Green Loan Coordinator and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Collateral Agent collectively (other than the allocated costs of internal counsel))Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or and (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 of such Loans or Letters of Credit, and (iv) 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 Administrative Agent’s regular employees and agents engaged periodically to 5.12(b)(iii) in excess perform audits of the greater of (x) $200,000 Borrower’s books, records and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)business properties.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for hereinfacilities, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and Credit Documents, or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank 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-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges charges, expenses, and disbursements of any counsel for the Administrative AgentAgent and its Affiliates, the Collateral Agent, any Lender or the Issuing Bank or any 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, or (B) in connection with the Loans Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Advances or Letters of Credit, and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges expenses of the Lenders incurred in connection the case of documentary taxes (without duplication of Indemnified Taxes or Other Taxes paid or indemnified pursuant to Section 2.11 or Section 2.13) with respect to any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to thereinCredit Document. Unless an Event of Default has occurred and is continuingNotwithstanding the foregoing, the Borrower shall not be responsible for the reimbursement of any obligations incurred under clause (iii) hereof except for, attorney’s fees, costs expenses and expenses charges for (w) one primary counsel of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of Administrative Agent and its Affiliates (taken as a whole), (x) $200,000 and if necessary, a single firm of local counsel in each appropriate jurisdiction, (y) 0.05% additional counsel if such representation by a single counsel would be inappropriate due to the existence of an actual or reasonably perceived conflict of interest, and (z) any other counsel as reasonably necessary; provided that any Lender who hires third party counsel will endeavor to provide the total Commitments, in each case in Borrower with prior written notice thereof before the aggregate incurred for all incurrence of such fees, costs expenses, and expenses in any 12-month period charges, although failure to provide such notice shall not waive the Borrower’s reimbursement obligations under clause (the “IVP Supplemental Cap”)z) hereof.

Costs and Expenses. The Borrower shall pay agrees (i) to pay or reimburse the Administrative Agent, the Collateral Agent and the Lead Arranger for all reasonable costs and documented expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (ii) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket fees, costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs, and (iii) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. 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, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Lead Arranger and the Collateral Agent collectively (cost of independent public accountants and other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred outside experts retained by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement Agent and the other Loan Documents, including its rights Lead Arranger. All amounts due under this Section, or Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in connection with this Section 11.04 shall survive 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) 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 termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess aggregate Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)other Obligations.

Costs and Expenses. Except as otherwise agreed to by the parties hereto, the costs and expenses (including the fees and disbursements of counsel and accountants but excluding all overhead costs and employees’ salaries) of the Collateral Manager and of the Issuer incurred in connection with the negotiation and preparation of and the execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the Issuer. The Borrower shall pay (i) all reasonable Issuer will reimburse the Collateral Manager for expenses including fees and documented out-of-pocket expenses reasonably incurred by the Collateral Manager in connection with the services provided under this Agreement including, without limitation, (a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Collateral Manager (on behalf of the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the Assets, (c) all taxes, regulatory and governmental charges (not based on the income of the Collateral Manager), insurance premiums or expenses, (d) any and all costs and expenses incurred in connection with the acquisition, disposition of investments on behalf of the Issuer (whether or not actually consummated) and management thereof, including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to any Rating Agency, (f) preparing reports to holders of the Secured Notes, (g) reasonable travel expenses (including without limitation airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Collateral Manager of its obligations under duties pursuant this Agreement and the Indenture, (h) expenses and costs in connection with any investor conferences, (i) any broker or brokers in consideration of brokerage services provided to the Collateral Manager in connection with the sale or purchase of any Collateral Obligation, Equity Security, Eligible Investment or other assets received in respect thereof, (j) bookkeeping, accounting or recordkeeping services obtained or maintained with respect to the Issuer (including those services rendered at the behest of the Collateral Manager), (k) software programs licensed from a third party and used by the Collateral Manager in connection with servicing the Assets, (l) fees and expenses incurred in obtaining the Market Value of Collateral Obligations (including without limitation fees payable to any nationally recognized pricing service), (m) audits incurred in connection with any consolidation review, (n) any extraordinary costs and expenses incurred by the Administrative Agent, Collateral Manager in the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements performance of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of its obligations under this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderIndenture, (iio) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during by the Collateral Manager or the Retention Provider in connection with complying with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement Laws (excluding the purchase price of any workout, restructuring or negotiations in respect thereof Notes acquired by it to comply with the U.S. Risk Retention Rules and/or the E.U. Retention Requirement Laws) and (ivp) all reasonable out-of-pocket costsas otherwise agreed upon by the Issuer and the Collateral Manager. In addition, expenses, taxes, assessments the Issuer will pay or reimburse the costs and other charges expenses (including fees and disbursements of counsel and accountants) of the Collateral Manager and the Issuer incurred in connection with any filing, registration, recording or perfection incidental to the entering into of any security interest contemplated by any Security Document this Agreement or any other document referred to thereinamendment thereof. Unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs The fees and expenses payable to the Collateral Manager on any Payment Date are payable only as described under the Priority of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Payments.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, 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 and the Collateral Agent collectively (other than the allocated costs of internal counsel)but only one counsel for all such Persons together), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the 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, (iii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agentany Issuing Bank, the Issuing Bank any Swingline Lender or any Lender, (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Collateral Agent, the each Issuing Bank or and each Swingline Lender as well as one outside counsel for the Lenders and additional counsel should any Lender)conflict of interest arise, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including 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 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall promptly pay (i) all taxes and assessments and all reasonable and documented out-of-pocket feesexpenses, charges, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities fees provided for herein, the preparation and administration (other than internal overhead charges) of in this Agreement or relating to the Loan, including, without limitation, fees and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with protective advances made by Lender under this Agreement, any filing, registration, reasonable fees incurred for recording or perfection filing any of the Acquisition Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any security interest contemplated consultants, reasonable fees and expenses of Lender's counsel, documentation, closing, and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds and fees for any appraisal and appraisal review, environmental report and environmental report review, inspection report review, and market or feasibility study required by any Security Document Lender. Borrower hereby authorizes Lender to disburse the proceeds of the Loan to pay such expenses, charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. Lender shall make such disbursements notwithstanding the fact that the Loan is not “in balance” or that Borrower is in default under the terms of this Agreement or any other document referred Acquisition Loan Document. Such disbursement shall be added to thereinthe outstanding principal balance of the Acquisition Note. Unless an Event of Default has occurred The authorization hereby granted shall be irrevocable, and is continuingno further direction or authorization from Borrower shall be necessary for Lender to make such disbursements. However, the Borrower provision of this Section 8.1 shall not be responsible for the reimbursement of any feesprevent Borrower from paying such expense, charges, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitmentsfees from its own funds. All such expenses, in each case in the aggregate incurred for all such feescharges, costs and expenses fees shall be Borrower's obligation regardless of whether or not Borrower has requested and met the conditions for a disbursement of the Loan. The obligations on the part of Borrower under this Section 8.1 shall survive the closing of the Loan and the repayment thereof. Borrower hereby authorizes Lender, in its discretion, to pay such expenses, charges, costs and fees at any 12-month period (time by a disbursement of the “IVP Supplemental Cap”).Loan. 

Costs and Expenses. (a) The Borrower shall pay agrees (i) to pay or reimburse the Initial Lender and each Agent for all its reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation negotiation and administration (other than internal overhead charges) of execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any amendmentsother documents prepared in connection herewith or therewith, modifications or waivers and the consummation and administration of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and thereby, including all costs the reasonable fees and disbursements of counsel to such Agent and filing and recording fees and expenses of the Independent Valuation Provider, and (ii) to pay or reimburse each Lender and each Agent for all reasonable and documented out-of-pocket fees, its costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection preservation of its any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to such Agent. (b) The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in connection making a borrowing of the Loan after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of the Loan if based upon the Eurodollar Rate after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of the Loan if based upon the Eurodollar Rate on a day that is not the last day of an Interest Period with respect thereto. A certificate as to any amounts payable pursuant to this Section 8.4(b) submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loan and all other Loan Documents, including its rights under this Section, or in connection with amounts payable hereunder. (c) Without prejudice to the Loans made or Letters survival of Credit issued any other agreement of the Borrower hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof the agreements and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection obligations 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 contained in Sections 2.9, 2.10, 2.12, 2.13 and 8.4 shall not be responsible for survive the reimbursement payment in full of any feesprincipal, costs interest and expenses of all other amounts payable hereunder and under the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Notes.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Collateral Agent collectively (other than the allocated costs of internal counsel))Agent, in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Collateral Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Agent, any Lender or the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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 of such Loans or Letters of Credit, and (iv) 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 Agent’s regular employees and agents engaged periodically to 5.12(b)(iii) in excess perform audits of the greater Loan Parties’ books, records and business properties. For the avoidance of (x) $200,000 and (y) 0.05% doubt, this Section 11.3.1 shall not apply to Taxes, the payment of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)which is governed by Section 5.8 [Taxes].

Costs and Expenses. The Borrower shall pay (i) all reasonable documented and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (Affiliates, including the reasonable fees, charges and disbursements of up to one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including including, subject to the last sentence of this clause (a), all costs and expenses of the Independent Valuation Provider, (ii) all reasonable documented and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereundermade, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iviii) and all reasonable documented and 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 and (y) 0.05% of the total Commitments, in each case 100,000 in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower All costs and expenses incurred in performing and complying with Grantors' covenants set forth herein shall be borne solely by Grantors. If Grantors shall fail, refuse or neglect to make any payment or perform any act required herein, then at any time thereafter, and without notice to or demand upon Grantors and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantors, and shall have the right to rent the Mortgaged Property for such purpose and to take all such actions and expend such sums thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate. Grantors shall pay or reimburse Beneficiary against any and all such expenses and costs. To the extent not prohibited by applicable law, Grantors will pay all costs and expenses and reimburse Beneficiary for any and all expenditures of every character incurred or expended from time to time, regardless of whether or not a default shall have occurred hereunder, in connection with Beneficiary's evaluating, monitoring, administering and protecting the Mortgaged Property, and creating, perfecting and realizing upon Beneficiary's security interests in and liens on the Mortgaged Property, including, without limitation, all appraisal fees, consulting fees, filing fees, taxes, brokerage fees and commissions, fees incident to security interest, lien and other title searches and reports, escrow fees, attorneys' fees, legal expenses, court costs, auctioneer fees and expenses, other fees and expenses incurred in connection with the liquidation or sale of the Mortgaged Property and all other professional fees. Any amount to be paid hereunder by Grantors to Beneficiary, to the extent not prohibited by applicable law, shall be payable upon demand and shall bear interest from the date of expenditure until paid at the lesser of (i) the rate of interest provided in the Note for past due installments of principal and/or interest, or (ii) the maximum nonusurious rate of interest from time to time permitted by applicable law ("Highest Lawful Rate"). At all reasonable such times, if any, that Chapter One ("Chapter One") of Title 79, Texas Revised Civil Statutes, 1925, as amended (the "Texas Credit Code") establishes the Highest Lawful Rate, the Highest Lawful Rate shall be the "indicated rate ceiling" (as defined in Chapter One) from time to time in effect unless the Note specifically provides otherwise. Grantors shall indemnify Beneficiary for any expenses incurred by Beneficiary pursuant to this paragraph, and documented out-of-pocket feesshall indemnify Beneficiary against all losses, expenses, damage, claims and causes of action, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this paragraph. To the extent not prohibited by applicable law, the sum of all such costs and expenses incurred by Beneficiary pursuant to this paragraph and not reimbursed by Grantors shall be added to the Administrative Agent, the Collateral Agent Indebtedness and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication thereafter shall form a part of the credit facilities provided for herein, the preparation same; and administration (other than internal overhead charges) it shall be secured by this Deed of this Agreement Trust and the other Loan Documents and any amendments, modifications or waivers by subrogation to all of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses rights of the Independent Valuation Providerperson, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal corporation or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all body politic receiving such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)payment.

Costs and Expenses. The (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI hereof, the Borrower shall agrees to pay (i) on demand all reasonable and documented out-of-pocket feescosts and expenses of the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the fees and reasonable out-of-pocket expenses of counsel for the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent (on behalf of the Lenders), the Collateral Agent 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 all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent (on behalf of the Lenders), the Collateral Agent or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith. (b) Without duplication of other amounts payable by the Borrower under Section 2.15, the Borrower shall pay on demand any and all stamp, court or documentary, recording, filing and other similar taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of a participation, designation of a new office for receiving payments by or on account of the Borrower or other transfer (all such non-excluded Taxes, "Other Taxes"). (c) The Borrower shall pay on demand all other costs and expenses (other than Taxes, which are otherwise payable pursuant to Section 2.15) incurred by the Administrative Agent (on behalf of the Lenders), the Collateral Agent and the Collateral Custodian ("Other Costs"), including, without limitation, all reasonable travel costs and expenses incurred by the Administrative Agent, Agent (on behalf of the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Lenders) in connection with the syndication periodic audits of the credit facilities provided for herein, the preparation Borrower's books and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)records.

Costs and Expenses. The Borrower shall Guarantor agrees to pay on demand all reasonable expenses of the Administrative Agent (including the non-duplicative fees and reasonable expenses of counsel (including expenses of in-house counsel) and of local counsel, if any, who may be retained by such counsel) in connection with: (i) all reasonable the negotiation, preparation, execution, syndication and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication delivery of the credit facilities provided for hereinCredit Agreement, the preparation and administration (other than internal overhead charges) of this Agreement Guaranty and the other Loan Documents Documents, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to the Credit Agreement, this Guaranty or waivers of the provisions hereof or thereof (other Loan Documents as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby shall be are consummated) including all costs and expenses of the Independent Valuation Provider, ; and (ii) the preparation and/or review of the form of any document or instrument relevant to the Credit Agreement, this Guaranty or any other Loan Document. Guarantor further agrees to pay, and to save the Administrative Agent and the Banks, and their respective Affiliates, harmless from all liability for, any stamp or other Taxes (other than income taxes of the Administrative Agent or the Banks) which may be payable in connection with the execution or delivery of the Credit Agreement, any Borrowing thereunder, the issuance of the Notes, if any, this Guaranty or any other Loan Document. Guarantor also agrees to reimburse the Administrative Agent and each Bank upon demand for all reasonable expenses (including attorneys' fees and documented out-of-pocket fees, costs and expenses legal expenses) incurred by the Issuing Administrative Agent or such Bank in connection with the issuance, amendment, renewal or extension enforcement of any Letter Guaranteed Obligations or obligations hereunder and the consideration of Credit legal issues relevant hereto and thereto whether or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and not such expenses are incurred by the Administrative AgentAgent on its own behalf or on behalf of the Banks. All obligations of Guarantor provided for in this Section 7.1 shall survive termination of this Guaranty. Notwithstanding the foregoing, the Collateral Agent, Administrative Agent or a Bank shall not have the Issuing Bank right to reimbursement under this Section 7.1 for amounts determined by a court of competent jurisdiction to have arisen from the gross negligence or any Lender, (including fees, charges and disbursements willful misconduct of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)a Bank.

Costs and Expenses. The Borrower shall pay (i) all actual costs and reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs ), and expenses the custody or preservation of creating and perfecting Liens in favor of the Independent Valuation ProviderAdministrative Agent on behalf of the Lenders in any of the Collateral, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender, Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during in connection with a workout, or pursuant to the Chapter 11 Case or any other workout, restructuring or negotiations in respect thereof of such Loans and (iii) after the occurrence of an Event of Default, all costs and expenses, including without limitation reasonable attorneys’ fees and costs of settlement, incurred by Administrative Agent or any Lender in connection with any subsequent Chapter 7 bankruptcy case or any other insolvency or bankruptcy proceeding. Without limiting the generality of the foregoing, if, at any time or times, regardless of the existence of an Event of Default, Administrative Agent or any Lender shall incur reasonable expenses itself or employ counsel or other professional advisors, experts or brokers, including, but not limited to, environmental, financial and management consultants, for advice or other representation or shall incur legal, appraisal, accounting, consulting or other reasonable costs and expenses in connection with: (i) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Administrative Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, any of the Loan Documents, or any other agreements to be executed or delivered in connection therewith or herewith, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case or proceeding commenced by or against any Borrower or any other Person that may be obligated to Agent or any Lender by virtue of the Loan Documents, under the Bankruptcy Code, or any other applicable Federal, state, or foreign bankruptcy or other similar law; (ii) any attempt to enforce any rights or remedies of Administrative Agent or any Lender against any Borrower, or any other Person that may be obligated to Administrative Agent or any Lender by virtue of being a party to any of the Loan Documents; (iii) any attempt to appraise, inspect, verify, protect, collect, sell, liquidate or otherwise dispose of the Collateral; or (iv) the Chapter 11 Case (including, without limitation, the on-going monitoring by Administrative Agent of the Chapter 11 Case, including attendance by Administrative Agent and their counsel at hearings or other proceedings and the on-going review of documents filed with a Court in respect thereof) and Administrative Agent’s and Xxxxxxx’ interests with respect to any Borrower (including, without limitation, the on-going review of any Borrower’s business, assets, operations, prospects or financial condition as Agent shall deem necessary), the Collateral or the Obligations; then, and in any such event, the reasonable fees and expenses incurred by Administrative Agent, such Lender and such attorneys and other professional advisors and consultants arising from such services, including those of any appellate proceedings, and all reasonable out-of-pocket expenses, costs, charges and other fees incurred by such counsel or other professionals in any way or respect arising in connection with or relating to any of the events or actions described in this Section 10.04(a) shall be payable, on demand, by Xxxxxxxx to Administrative Agent and such Lender and shall be additional Obligations secured under the Collateral Documents and the other Loan Documents. Without limiting the generality of the foregoing, such expenses, taxescosts, assessments charges and fees may include: paralegal fees, costs and expenses; accountants’ and experts’ fees, costs and expenses; appraisers’ fees, costs and expenses; management and other charges consultants’ fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; communication charges, air express charges; telegram charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with any filingthe performance of such legal or other professional services. Notwithstanding the foregoing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. Unless an Event of so long as no Default has shall have occurred and is continuing, be continuing the Borrower shall will not be responsible liable for the reimbursement costs of any fees, costs and expenses more than 1 inspection of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses its property in any 12-month period (the “IVP Supplemental Cap”)year in accordance with Section 6.10.

Costs and Expenses. The Borrower shall pay (i) reimburse Agent for all reasonable and documented out-of-pocket fees, costs and expenses, including, without limitation, legal expenses and reasonable attorneys' fees (whether for internal or outside counsel), incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation (i) documentation and administration (other than internal overhead charges) consummation of this Agreement and the other Loan Documents transaction and any amendmentsother transactions among any Company, modifications Agent and Lenders, including, without limitation, Uniform Commercial Code and other public record searches and filings, overnight courier or waivers other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review costs; (ii) collection, protection or enforcement of any rights in or to the provisions hereof Collateral; (iii) collection of any Liabilities; and (iv) administration and enforcement of any of Agent's and/or any Lender's rights under this Agreement or thereof (whether any Other Agreement. Borrower shall also pay all normal service charges with respect to all accounts maintained by any Company with any Lender and LaSalle Bank and any additional services requested by any Company from any Lender and LaSalle Bank. All such costs, expenses and charges shall, if owed to LaSalle Bank, be reimbursed by Agent and Lenders and in such event, or not in the transactions contemplated hereby event such costs and expenses are owed to Agent or thereby a Lender, shall constitute Liabilities hereunder, shall be consummated) including payable by Borrower to LaSalle on demand, and until paid, shall bear interest at the highest rate then applicable to Loans hereunder. In addition, following the occurrence of an Event of Default, Borrower shall reimburse each Lender for all costs and expenses, including, without limitation, legal expenses of the Independent Valuation Provider, (ii) all and reasonable and documented out-of-pocket attorneys' fees, costs and expenses incurred by the Issuing Bank such Lender in connection with the issuance(i) collection, amendment, renewal protection or extension enforcement of any Letter rights in or to the Collateral; (ii) collection of Credit or any demand for payment thereunder, Liabilities; and (iii) all out-of-pocket fees, costs administration and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or enforcement of any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its Lenders' rights under this Section, or 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) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Agreement.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees, charges and disbursements of one outside primary counsel and of any necessary special and/or reasonably appropriate local and foreign counsel (retained after consultation with Borrower) for the Administrative Agent and and/or the Collateral Agent collectively (other than the allocated costs of internal counsel))and reasonable and invoiced expenses incurred in connection with due diligence and travel, courier, reproduction, printing and delivery expenses) 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 preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents or any amendment, amendment and any amendmentsrestatement, modifications modification or waivers waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby any such amendment, amendment and restatement, modification or thereby shall be waiver is consummated) ), including all in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of the Independent Valuation Providerservice provider referred to in Section 9.03, (ii) all reasonable and documented invoiced out-of-pocket fees, costs and 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 (iii) all reasonable and invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, (including the reasonable fees, charges and disbursements of one counsel for the Administrative Agent, the Collateral Agent, Lenders and the Issuing Bank or any LenderBank), 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 SectionSection 10.03, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and invoiced out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording of such Loans or perfection Letters 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Credit.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any reimburse CoBank on demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments costs and other charges expenses incurred by CoBank in connection with any filingthe origination, registrationnegotiation, recording or perfection and preparation of any security interest contemplated by any Security Document or any this Agreement and all other document referred to therein. Unless an Event Loan Documents, and the preservation and enforcement of Default has occurred CoBank’s rights and is continuingremedies hereunder and thereunder, the Borrower shall not be responsible for the reimbursement of any feesincluding, without limitation: (i) costs and expenses of (including intangible and other taxes and any recording fees or expenses) incurred by CoBank to obtain, perfect, maintain, determine the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 priority of, or release any security contemplated hereunder; and (yii) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs fees and expenses of any counsel retained or employed by CoBank to assist CoBank with respect to any matter contemplated by this Section or to review this Agreement and all other Loan Documents and advise CoBank as to its rights and remedies hereunder or thereunder; and (iii) fees and expenses of any counsel retained or employed by CoBank to represent it in any 12-month period (litigation involving the “IVP Supplemental Cap”)parties hereto, including but not limited to, bankruptcy, receivership, or similar proceedings. LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, NOTE, AND ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE BORROWER AND COBANK ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE BORROWER AND COBANK FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. THE BORROWER AND COBANK ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF COBANK.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent Administrator, the Collateral Custodian, the Securities Intermediary and each Lender and their respective Affiliates (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 Agent, the Collateral Administrator, the Collateral Custodian and the Collateral Agent collectively (other than the allocated costs of internal counsel)Securities Intermediary), in connection with the syndication of the credit facilities provided for hereinpreparation, the preparation negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral AgentAdministrator, the Issuing Bank Collateral Custodian, the Securities Intermediary or any Lender, Lender (including the reasonable and documented fees, charges and disbursements of any outside counsel for the Administrative Agent, the Collateral AgentAdministrator, the Issuing Bank Collateral Custodian, the Securities Intermediary or any Lender), ) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, 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 of such Loans. Notwithstanding and (iv) 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 addition to therein. Unless an Event of Default has occurred and is continuingthe foregoing, the Borrower shall not be responsible for bear the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred Administrative Agent for all audits and inspections permitted by Section 6.10, Section 8.09 and Section 13.05, subject to a maximum of $100,000 per annum of such fees, costs and expenses in the aggregate, and any 12-month period (additional audits, inspections, costs or expenses in excess of $100,000 per annum shall be for the “IVP Supplemental Cap”)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 shall Borrowers agree, jointly and severally, to pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Lead Arrangers, the Administrative AgentAgents, the Collateral Agent Agents, the Issuing Banks and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agents), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs ), and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the any Agent, any Lender or Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including the reasonable fees, charges and disbursements of any counsel for the Administrative any Agent, the Collateral Agent, the any Lender or Issuing Bank or any LenderBank), 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, 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 thereof of such Loans or Letters of Credit. The foregoing costs and (iv) expenses under this Section 9.05 shall include all reasonable 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 costsexpenses reasonably incurred by any Agent, expensesLender or Issuing Bank (including, taxes, assessments and other charges incurred in connection with any filingworkout or restructuring, registration, recording or perfection the cost of any security interest contemplated financial advisors and other outside experts retained by any Security Document or any other document referred to thereinAgent). Unless an Event of Default has occurred and is continuing, 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 U.S. Borrower. The agreements in this Section shall not be responsible for survive the reimbursement of any fees, costs and expenses termination of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess Commitments and repayment of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Obligations.

Costs and Expenses. The Borrower Co-Borrowers shall pay (i) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider), (ii) all reasonable and documented out-of-out of pocket fees, costs and expenses incurred by the Issuing Bank Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-reasonable out of pocket feesexpenses incurred by the Swing Line Lender in connection with the making or administration of any Swing Line Loan or any demand for payment thereunder, costs and (iv) all out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, the Swing Line Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agentany Lender, the Swing Line Lender, or the Issuing Bank or any Lender), including the allocated cost of internal counsel, 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, or (B) in connection with the Revolving Loans or Swing Line 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 thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording of such Revolving Loans or perfection Letters 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Credit.

Costs and Expenses. (a) The U.S. Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their its Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent (and fees and time charges and disbursements for attorneys who may be employees of the Collateral Agent collectively (other than the allocated costs of internal counsel)Agent), in connection with the syndication of the credit facilities provided for herein, the preparation preparation, negotiation, execution, delivery and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and or any amendments, restatements, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses associated with any websites used for the syndication or administration of the Independent Valuation Providercredit facility, (ii) all reasonable and documented out-of-pocket fees, costs and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank or any Lender, (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank (and fees and time charges for attorneys who may be employees of the Agent, any Lender or any Lenderthe Issuing Bank), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including including, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof of such Loans or Letters of Credit, and (iv) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Agent, the Issuing Bank or any Lender as a result of the funding of Loans, the issuance of Letters of Credit, the acceptance of payments or of Collateral due under the Loan Documents. (b) The Canadian Borrower shall pay (i) all reasonable out-of-pocket costsexpenses incurred by the Agent and its Affiliates including the reasonable fees, expensescharges and disbursements of counsel for the Agent (and fees and time charges and disbursements for attorneys who may be employees of the Agent), taxesin connection with the syndication of the Canadian Term Commitment and Canadian Term Loan provided for herein, assessments the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, restatements, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) to the extent that the same relate to the Canadian Term Commitment or Canadian Term Loan including costs associated with any websites used for the syndication or administration of the credit facility, (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit for the account of the Canadian Borrower or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Agent, any Lender or the Issuing Bank including the fees, charges and disbursements of any counsel for the Agent, any Lender or the Issuing Bank (and fees and time charges for attorneys who may be employees of the Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents to the extent that the same relate to the Canadian Term Commitment or Canadian Term Loan, including its rights under this Section, or in connection with the Canadian Term Loans made or Letters of Credit issued hereunder for the account of the Canadian Borrower, 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) any civil penalty or fine assessed by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any Canadian governmental authority or department against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with any filingdefense thereof by the Agent, registration, recording or perfection of any security interest contemplated by any Security Document the Issuing Bank or any other document Lender as a result of the funding of such Loans, the issuance of such Letters of Credit, the acceptance of payments or of Canadian Collateral due under the Loan Documents. To the extent that any expenses or liabilities referred to therein. Unless an Event of Default has occurred and is continuingin this Section may relate to the Canadian Term Loans, the Canadian Commitment, the Canadian Collateral, the Canadian Subsidiary Guarantors, if any, and/or the Canadian Borrower and also may relate to the RC Loans, U.S. Term Loans, the RC Commitment (and the swing line subfacility and letter of credit subfacility), the U.S. Term Commitment, the U.S. Collateral, the U.S. Subsidiary Guarantors and/or the U.S. Borrower, the Agent may allocate such expenses and liabilities between the Secured Obligations and the Canadian Secured Obligations, and any determination by the Agent shall be conclusive, absent manifest error. For the sake of clarity, the U.S. Borrower shall not be responsible liable for the reimbursement of any fees, costs and expenses all of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess foregoing expenses and liabilities by virtue of the greater of (x) $200,000 and (y) 0.05% preceding paragraph and/or its guaranty of the total Commitments, in each case in the aggregate incurred for all Canadian Secured Obligations regardless of whether such fees, costs expenses and expenses in any 12-month period (the “IVP Supplemental Cap”)other liabilities may also constitute Canadian Secured Obligations.

Costs and Expenses. a. Attorney acknowledges and agrees that Attorney shall not be entitled to claim or receive any reimbursement/payment from the County for any law practice-related overhead costs or expenses incurred by Attorney during the course of rendering legal services under this Agreement (including, without limitation, costs and expenses associated with Attorney’s office, office staff, office equipment/facilities, and/or other office or law practice-related resources). b. The Borrower shall pay (i) all reasonable County recognizes, however, that in certain circumstances the need may arise for Attorney to incur certain types of expenses directly related to an indigent person’s case such as private investigator fees, psychological or psychiatric evaluations, interpreter fees, scientific test fees, expert witness fees, and documented costs of out-of-pocket feesarea travel, costs meals and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates lodging. (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel i) Attorney shall be entitled to receive reimbursement for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs actual cost of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during expenditures or may arrange with the PDM for the service provider (e.g., private investigator, psychologist/psychiatrist, interpreter, testing lab, or expert witness) to be compensated directly by the County provided that, however, Attorney shall not incur any workoutsuch expense (and shall not direct a service provider to incur any expenses), restructuring nor shall Attorney be entitled to be reimbursed or negotiations the service provider compensated for any such expense, unless such expense has been pre-approved by the PDM in respect thereof writing pursuant to pre-approval process established by the PDM and promulgated by written policy. Such pre-authorization will state and provide a specific dollar amount for the requested and authorized expenditure; provided that, in the event it is not reasonably possible to state and provide a specific dollar amount for a particular requested expenditure, such pre-authorization may nevertheless provide authorization for the expenditure but shall establish and set forth a maximum dollar expenditure amount. In regard to any reimbursement to Attorney for any PDM-approved expenditures and costs pertaining to case-related travel, meals, and lodging, any reimbursement to Attorney for such expenditures and costs shall not exceed the locally adjusted amounts that are established and published by the Federal General Services Administration. (ivii) 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 In addition to any other document referred prerequisites imposed by court rules, procedures, or standards, as a precondition to thereinAttorney being eligible to be reimbursed or a service provider being eligible to be compensated for an expenditure under paragraph 14.b., either Attorney or the service provider shall be required to submit a claim for reimbursement/compensation to the PDM that identifies the specific expenditure(s) for which reimbursement is sought (exercising appropriate discretion to protect client confidentiality given that such claims are matters of public record unless sealed by the court at Attorney’s request) and that has attached thereto a copy of the PDM’s pre- authorization that specifically pre-approved and authorized such expenditure(s) (unless sealed by the court at Attorney’s request) together with attached copies of all written payment receipts relating to such incurred expenditure(s) (unless sealed by the court at Attorney’s request). Unless an Event of Default has occurred Attorney’s administrative time expended to prepare, submit, and is continuing, the Borrower process claims shall not be responsible billable to the County. All payment vouchers and claims for reimbursement/compensation under this paragraph shall be subject to the PDM’s review and final approval for payment. Attorney shall submit claims for reimbursement to the PDM within sixty (60) days of Attorney incurring the expense(s) for which reimbursement is sought, and the County shall have the right to deny payment of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iiiclaim that is not timely submitted within said requisite sixty (60) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)day period.

Costs and Expenses. The Borrower shall Pledgor agrees to pay on demand: i. reasonable costs or expenses (iincluding without limitation taxes, photocopying, notarization, telecommunication, insurance premiums, and postage) all paid by Lender in connection with Lender’s transactions with Pledgor; ii. reasonable and documented out-of-pocket fees, costs and expenses required to be paid by Pledgor under any of the Loan Documents that are paid or advanced by Lender in connection with Lender’s transactions with Pledgor; iii. reasonable legal fees and expenses paid or incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), Lender in connection with the syndication due diligence, negotiation and preparation of the credit facilities provided for hereinthis Agreement, the preparation Loan Documents executed in connection herewith and administration other documents executed in connection herewith now and in the future (whether for legal services and expenses from outside counsel or from in-house counsel); iv. reasonable documentation, filing, recording, publication, appraisal (including periodic Collateral appraisals) and search fees assessed, paid, or incurred by Lender in connection with Lender’s transactions with Pledgor; v. reasonable costs and expenses of third party claims or any other than internal overhead chargessuit paid or incurred by Lender in enforcing or defending the Loan Documents and adjusting or settling disputes and claims with Account Debtors with respect to Pledgor’s Accounts; and Lender’s costs and expenses and reasonable Attorneys’ Fees and expenses (whether for legal services incurred by and expenses from outside counsel and/or from in-house {02458881.DOCX;1 } CAgsaIP (rev. 11.21.2013 sf) of Page 5 Initial Here JC counsel and staff) incurred in advising, structuring, drafting, reviewing, administering, amending, terminating, or enforcing, or in any other way relating to, this Agreement and or the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs Attorneys’ Fees and expenses incurred by the Issuing Bank in such adjusted or settled disputes and claims, and in connection with the issuance, amendment, renewal a “workout,” a “restructuring,” or extension of any Letter of Credit an Insolvency Proceeding concerning Pledgor or any demand for payment thereunderGuarantor of the Obligations, (iii) all out-of-pocket fees, costs and expenses irrespective of whether suit is brought). The Attorneys’ Fees incurred by the Administrative AgentLender in any Insolvency Proceeding shall include, the Collateral Agentwithout limitation, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges those incurred in connection with any filingdebtor-in-possession financing, registrationmotions for relief from automatic stay, recording and actions to determine dischargeability, and defending, 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, concerning the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)Loan Documents.

Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, Lender (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), ) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this SectionSection 9.03, or 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) 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 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the sum of (A) the total CommitmentsRevolving Commitments plus (B) the aggregate outstanding Term Loans, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay Borrowers will (i) pay all reasonable and documented out-of-pocket feesexpenses (including, without limitation, all costs and expenses incurred by of electronic or internet distribution of any information hereunder) of the Administrative AgentAgent in connection with (A) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the Collateral Agent same shall be executed and their Affiliates (including the delivered, including, without limitation, all out-of-pocket syndication and due diligence expenses and reasonable fees, disbursements and other charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and (B) the Collateral Agent collectively (other than the allocated costs of internal counsel))preparation, in connection with the syndication of the credit facilities provided for herein, the preparation execution and administration (other than internal overhead charges) of this Agreement and the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation Provider, (ii) all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension delivery of any Letter of Credit waiver, amendment or any demand for payment thereunder, (iii) all out-of-pocket fees, costs and expenses incurred consent by the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank Lenders relating to this Agreement or any Lenderother Loan Document, (including feesincluding, charges without limitation, reasonable fees and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (ivii) pay all reasonable out-of-pocket costsexpenses of the Administrative Agent, expenses, taxes, assessments each Lender and other charges each Issuing Lender actually incurred in connection with any filing, registration, recording or perfection the administration and enforcement of any security interest contemplated by rights and remedies of the Administrative Agent, the Lenders and the Issuing Lenders under the Credit Facility, including, without limitation, in connection with any Security Document workout, restructuring, bankruptcy or other similar proceeding, creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders and the Issuing Lenders, enforcing any Obligations of, or collecting any payments due from, the Borrowers or any other document referred to therein. Unless Subsidiary Guarantor by reason of an Event of Default has occurred (including in connection with the sale of, collection from, or other realization upon any collateral or the enforcement of the Subsidiary Guaranty Agreement); consulting with appraisers, accountants, engineers, attorneys and is continuingother Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent, any Lender or any Issuing Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (iii) defend, indemnify and hold harmless the Administrative Agent, the Borrower shall not be responsible for Lenders and the reimbursement of Issuing Lenders, and their respective parents, Subsidiaries, Affiliates, partners, employees, agents, officers, advisors and directors, from and against any feeslosses, penalties, fines, liabilities, settlements, damages, costs and expenses expenses, suffered by any such Person in connection with any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent, any Lender or any Issuing Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents, reports or other information provided to the Administrative Agent, any Lender or any Issuing Lender or contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including, without limitation, reasonable attorney’s and consultant’s fees, except to the extent that any of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of foregoing (x) $200,000 are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted directly from the gross negligence or willful misconduct of the party seeking indemnification therefor or (y) 0.05% result from a claim brought by any Credit Party against an indemnitee for breach in bad faith of the total Commitments, obligations under this Agreement or the other Loan Documents of the party seeking indemnification if such Credit Party has obtained a final and nonappealable judgment in each case in the aggregate incurred for all its favor on such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)claim as determined by a court of competent jurisdiction. All amounts due under this Section shall be payable promptly after demand therefor.

Costs and Expenses. The Borrower Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse within ten (i10) all days after receipt of a summary invoice (in reasonable detail) therefor, (a) reasonable and documented (in summary form) out-of-pocket fees, costs costs, disbursements and expenses incurred by of (i) the Administrative Agent, the Collateral Agent and their Affiliates (including Attorney Costs of counsel to the reasonable feesAgent) and (ii) the Lenders (including Attorney Costs of counsel to the Lenders), charges in the case of each of the foregoing clauses (i) and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)ii), in connection with the syndication negotiations, preparation, execution and delivery of the credit facilities provided for hereinLoan Documents and the deemed funding of all Loans under this Agreement, including, without limitation, all due diligence, transportation, computer, duplication, messenger, audit, insurance, appraisal, valuation and consultant costs and expenses, and all search, filing and recording fees, incurred or sustained by the Agent and the Lenders, and their counsel and professional advisors in connection with this Agreement, the preparation and other Loan Documents or the transactions contemplated thereby, the administration (other than internal overhead charges) of this Agreement and any amendment or waiver of any provision of the other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) including all costs and expenses of the Independent Valuation ProviderDocuments, (iib) the Agent for all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Issuing Bank it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-out- of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) 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 such examiners, at the Independent Valuation Provider incurred pursuant per diem rate per individual charged by the Agent for its examiners), and (c) fees, costs, disbursements and expenses of (i) the Agent and (ii) the Lenders (including all Attorney Costs of counsel to 5.12(b)(iiithe Agent and Lenders) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”).connection with

Costs and Expenses. The Borrower shall Borrowers agree to pay (i) or reimburse upon demand, all reasonable and documented out-of-pocket feescosts, costs fees and expenses of the Agent incurred by the Administrative Agent, the Collateral Agent and their Affiliates (including the reasonable fees, charges and disbursements of one outside counsel and of any necessary special and/or local counsel for the Administrative Agent and the Collateral Agent collectively (other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for hereininvestigation, the preparation and development, preparation, negotiation, syndication, execution, interpretation or administration (other than internal overhead charges) of this Agreement and the Agreement, any modification of any term of or termination of, any Loan Document or any other Loan Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not document delivered in connection with the transactions contemplated hereby or thereby shall be consummated) therein, including all costs without limitation, the Agent Fee payable to Agent and expenses of the Independent Valuation Provider, (ii) any and all reasonable and documented out-of-pocket legal fees, costs costs, and 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, (iii) all out-of-pocket fees, costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender, (including fees, charges and disbursements of counsel for the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender), in connection with the enforcement or protection of its rights Agent in connection with this Agreement Agreement; [***]. The payment or reimbursement of such legal fees, costs, and expenses incurred on or before the other Loan DocumentsClosing Date, including its rights under this Section, or in connection together with the Loans made Estimated Legal Fees, shall be paid to counsel for the Agent, out of the loan proceeds on the Closing Date and such fees shall be deducted from the amount Lenders are obligated to fund to the Borrowers hereunder. The Borrowers agree to pay or Letters of Credit issued hereunderreimburse upon demand, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof and (iv) all reasonable and documented out-of-pocket costs, fees, and expenses, taxesif any (including, assessments without limitation, reasonable and other documented out-of-pocket counsel fees, costs, and expenses (limited to the fees, costs, client charges and expenses of (i) one firm of lead counsel for the Agent and the Lenders, taken as a whole, (ii) one local counsel in each relevant jurisdiction (and, in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction) for the Agent and the Lenders, taken as a whole), incurred by the Agent and Lenders in connection with the monitoring and enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents and the other documents to be delivered under the Loan Documents, including, without limitation, for any filingamendments, registrationwaivers, recording or perfection collection of any security interest contemplated by any Security Document or principal, interest, fees and any other document referred to thereinamounts owed hereunder, or other enforcement of rights hereunder including under this Section 11.5. Unless an Event of Default has occurred and is continuing, the Borrower The Borrowers shall not be responsible for the reimbursement payment of any all broker fees, costs including, without limitation, any success fees and expenses of the Independent Valuation Provider incurred pursuant to 5.12(b)(iii) in excess of the greater of (x) $200,000 and (y) 0.05% of the total Commitments, in each case in the aggregate incurred for all such fees, costs and expenses in any 12-month period (the “IVP Supplemental Cap”)unpaid retainers.