Costs, Expenses and Taxes. The Borrowers agree to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.

Costs, Expenses and Taxes.SECTION # Expenses. The Borrowers agreeBorrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses of the Administrative Agentincurred in connection with the preparation, execution,preparation and delivery and administration of this Amendment and any other documents prepared in connection herewith and the other instruments and documents to be delivered hereunder,transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expensesdisbursements of counsel for the Administrative Agent.legal counsel.

Costs, Expenses and Taxes.Expenses. The Borrowers agreeBorrower agrees to payreimburse the Administrative Agent upon demand for all reasonable out-of-pocket costsexpenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and expensesdisbursements of outside counsel to the Administrative Agent incurred in connection with the preparation, execution, deliverynegotiation and administrationexecution of this Amendment and theany other instruments and documentsdocument required to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.furnished herewith.

Costs, Expenses and Taxes.COSTS, EXPENSES AND TAXES. The Borrowers agreeBorrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution,reproduction, execution and delivery and administration of this Second Amendment and the other instruments and documents to be delivered hereunder, including, without limitation,hereunder (including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.Agent with respect thereto).

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

Costs, Expenses and Taxes.Payment of Expenses. The Borrowers agreeBorrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses of the Administrative Agentincurred in connection with the preparation, execution, delivery and administration of this AmendmentFirst Amendment, any other documents prepared in connection herewith and the other instruments and documents to be delivered hereunder,transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expensesdisbursements of counsel forto the Administrative Agent.

Costs, ExpensesSECTION #Costs and Taxes.Expenses. The Borrowers agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution,execution and delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder,Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.Agent, the Managing Agents and the Lenders with respect thereto.

Costs, Expenses and Taxes.Section # Expenses. The Borrowers agree toshall pay all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the preparation, execution,execution and delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation,if any (including the reasonable feesfees, disbursements and out-of-pocket expensesother charges of Cahill Gordon & Reindel llp, counsel for the Administrative Agent.Agent).

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

Costs, Expenses and Taxes. The Borrowers agree5.3The Borrower agrees to pay on demand all reasonable out-of-pocketand documented costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution,execution and delivery and administration of this Amendment and the other instruments and documents to be executed and delivered hereunder, including, without limitation,in connection herewith, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.