Agent and Arranger Fees. The Borrowers jointly and severally agree to pay to the Administrative Agent and the Lead Arrangers, for their respective accounts, the fees agreed to by the Borrowers, the Administrative Agent and the Lead Arrangers pursuant to those certain letter agreements dated July 19, 2013,June 27, 2016, among the applicable parties or as otherwise agreed from time to time.

Agent Fees. Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

Administrative Agent and Lender Fees. The Borrower shall pay to the Administrative Agent, on the Closing Date and thereafter, for its own account and for the benefit of the Lenders, and shall pay to SunTrust Bank and SunTrust Robinson Humphrey, Inc., for their respective accounts, the fees set forth in the Fee Letter.

The Administrative Agent and the Lead Arranger shall have received on or prior to the Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Cahill Gordon & Reindel llp, as counsel to the Administrative Agent and the Lead Arranger, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date.

(i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and # all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.

the Borrower shall have paid all fees required to be paid by it on the Closing Date, including all fees required hereunder and any fees owed to the Administrative Agent, the Lead Arranger, and the Lenders, and shall have reimbursed the Administrative Agent for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Loan Documents, including the reasonable legal, audit and other document preparation costs incurred by the Administrative Agent;

"Fee Letter" means any letter or letters dated on or about the date of this Agreement between the Arranger and the Parent (or the Agent and the Parent or the Security Trustee and the Parent) setting out any of the fees referred to in Clause 13 (Fees).

§4.2 Fees. In addition to all fees specified herein, the Borrower agrees to pay to KeyBank and the Arranger for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated June 30, 2021 between the Borrower, KeyBank and the Arranger (the “Agreement Regarding Fees”).

Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent and the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arranger and each Lender for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arranger and such Lender, which attorneys may be employees of the Administrative Agent, the Arranger or such Lender) paid or incurred by the Administrative Agent, the Arranger or any Lender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to [[Organization B:Organization]] (but shall have no obligation or duty to prepare or to distribute to [[Organization B:Organization]]) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.