Costs and Expenses. The Borrower shall pay # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and 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), # all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, # all documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, 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; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).

Costs and Expenses. The Borrower shall pay # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the ArrangersAgent and their Affiliates, includingits Affiliates (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent,its Affiliates collectively plus, if necessary, one (1) single local counsel per appropriate jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and 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), subject to any limitation previously agreed in writing, # all reasonable and documented out-of-pocket expenses incurred by theany Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, theany Issuing Bank or any Lender, includingLender (with respect to legal fees, limited to the reasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside counsel,legal counsel plus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in each relevant jurisdiction andthe case of an actual or perceived conflict of interest or separate defenses available to indemnified parties that are different from those available to other indemnified parties, one regulatory(1) additional counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender,per group of affected parties), 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,[Section 9.03(a)], 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; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested,Credit and # all reasonable and all 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; provided that 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(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).therein.

Costs and Expenses. The Borrower shall pay # all reasonable and documented (in reasonable detail) out-of-pocket expenses incurred by the Administrative Agent,Agent and its Affiliates (but limited, in the Collateral Agent, the Arrangerscase of legal fees and their Affiliates, includingexpenses, to the reasonable and documented fees, charges and disbursements of one outsidea single primary external counsel, oneand, if necessary, of a single local counsel in each relevant jurisdiction and one regulatory counselapplicable jurisdiction, in each relevant regulatory field (in each casecase, selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent,, in connection with the syndication of the credit facilities provided for herein, the preparationpreparation, negotiation, execution, delivery and 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), # all reasonable and documented (in reasonable detail) out-of-pocket expenses incurred by theany Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all reasonable documented (in reasonable detail) out-of-pocket expenses incurred by the Administrative Agent, theany Issuing Bank or any Lender, includingLender (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one outside counsel, onea single primary external counsel for the Administrative Agent and Lenders, and, if necessary, of a single local counsel in each relevantapplicable jurisdiction for the Administrative Agent and one regulatory counselLenders, in each relevant regulatory field (in each casecase, selected by the Administrative Agent) forAgent (plus one additional counsel in the Administrative Agent,event of an actual or perceived conflict of interest)) # in connection with any amendments, modifications or waivers of the Issuing Bankprovisions of this Agreement or any Lender,of the other Loan Documents or # 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 (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Loans.

Costs and Expenses. The Borrower shall pay # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the ArrangersAgent and their Affiliates, includingits Affiliates (including the reasonable and documented fees, charges and reasonable and documented disbursements of one outside counsel, one localan external counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent (which shall be the only counsel Borrower shall be required to reimburse with respect to the initial preparation of the Loan) and any special or local counsel to the Collateral Agent,Administrative Agent (on behalf of the Lenders), if necessary), in connection with the syndication of the credit facilities provided for herein, the preparationpreparation, negotiation, execution, delivery and 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), # all reasonable and documented out-of-pocket expenses incurred by the Issuing BankL/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (after the Issuing Bankoccurrence of a Default) or any Lender, includingthe L/C Issuer (including the fees, charges and reasonable disbursements of one outside counsel,lead counsel for the Administrative Agent, the Lenders and the L/C Issuer taken as a whole, one local counsel in each relevant jurisdiction andand, in the event of any actual or potential conflict of interest, one regulatoryadditional firm of counsel (and local counsel) in each relevant regulatory field (in each case selected by the Administrative Agent)jurisdiction for the Administrative Agent, the Issuing Bankeach Lender or any Lender,group of Lenders subject to such conflict and similarly situated), 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 if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Credit.

Costs and Expenses. The BorrowerBorrowers shall pay # all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Arrangers and their Affiliates, includingAffiliates (including the reasonable and documented fees, charges and disbursements of one outsideprimary counsel, and one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent)applicable jurisdiction, for the Administrative Agent and the Collateral Agent,its Affiliates), in connection with the syndication of the credit facilities provided for herein, the preparationpreparation, negotiation, execution, delivery and 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), # all reasonable and documented out-of-out of pocket expenses incurred by the Issuing Bankany 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 # all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent, the Issuing BankArrangers, any Lender or any Lender, includingL/C Issuer (including the reasonable and documented fees, charges and disbursements of one outside counsel, one localany counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing BankArrangers, any Lender or any Lender,L/C Issuer) in connection with the enforcement or protection of its rights # in connection with this Agreement and the other Loan Documents, including itsthe rights of the Administrative Agent, the Lenders and the L/C Issuers under this Section, or # in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-reasonable and documented out of pocket expenses incurred during any workout, restructuring or negotiations in respect thereof;of such Loans or Letters of Credit; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to beabsent a conflict between its interests andof interest, the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the BorrowerBorrowers shall not be responsiblerequired to pay for the reimbursement of any fees, costsmore than one (1) counsel (and appropriate local and expenses of the Independent Valuation Provider incurredspecial counsel) pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”)this clause (iii).

Costs and Expenses. The Borrower shall pay # all reasonable and documentedreasonable, out-of-pocket costs and expenses incurred byof the Administrative Agent, the Collateral Agent, the ArrangersAgent and theirits Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent and the Collateral Agent,its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents orand any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated herebyin this Agreement or therebyany other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and its Affiliates, # all reasonable and documented out-of-pocket expenses incurred by theany Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent, theany Issuing Bank or any Lender, including the fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender,Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents,Agreement, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Credit.

Costs and Expenses. The BorrowerBorrowers shall pay # all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent,Agent and its Affiliates (including the Collateral Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected byfor the Administrative Agent) for the Administrative Agent and the Collateral Agent,, in connection with the syndication of the credit facilities provided for herein, the preparationpreparation, negotiation, execution, delivery and 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), # all reasonable and documented out-of-out of pocket expenses incurred by the Issuing BankL/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all documented out-of-out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Bank or any Lender, includingL/C Issuer (including the fees, charges and disbursements of one outside counsel, one localany counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, any Lender or the Issuing Bank or any Lender,L/C Issuer), 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-out of pocket expenses incurred during any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Credit.

Costs and Expenses. The Borrower shall pay # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent,Agent and the Collateral Agent, theJoint Lead Arrangers and their Affiliates, includingrespective Affiliates (including the reasonable and documented fees, charges and disbursements of one outside counsel, one localSidley Austin LLP, counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected byfor the Administrative Agent) for the Administrative Agent and the Collateral Agent, in connection with the syndication and distribution (including via an Electronic System) of the credit facilities provided for herein, the preparation and 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), # all reasonable and documented out-of-pocket expenses incurred by theeach Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all documented out-of-pocket expenses incurred by the Administrative Agent, theany Issuing Bank or any Lender, including the fees, charges and disbursements of one outside counsel, one localany counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, theany Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and theany other Loan Documents,Document, 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 if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Credit.

Costs and Expenses. The Borrower and each other Credit Party, jointly and severally, shall pay # all reasonable and documented out-of-out of pocket expenses incurred by the Administrative Agent,Agent and its Affiliates (including the Collateral Agent, the Arrangers and their Affiliates, including the reasonable and documented fees, charges and disbursements of one outside counsel, one localprimary counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent andand, if reasonably necessary, a single local counsel for the Collateral Agent,Administrative Agent in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein,Credit Facility, the preparationpreparation, negotiation, execution, delivery and 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), subject to the terms and limitations in the Engagement Letter with respect to amounts incurred on or prior to the Closing Date, # all reasonable and documented out-of-out of pocket expenses incurred by theany Issuing BankLender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,thereunder and # all documented out-of-out of pocket expenses incurred by the Administrative Agent, the Issuing Bankany Lender or any Lender, includingIssuing Lender (including the fees, charges and disbursements of one outside counsel, oneprimary counsel for the Administrative Agent, any Lender or any Issuing Lender and, if reasonably necessary, a single local counsel in each relevant jurisdiction and one regulatory counsel(unless there is an actual or perceived conflict of interest in which case each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender,such Person may retain its own counsel)), 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-out of pocket expenses incurred during any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party making such determination, a “Determining Party”), the Borrower shall pay all documented fees, charges and disbursementsLoans or Letters of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”).Credit.

Costs and Expenses. The Borrower shall pay # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the ArrangersAgent and their Affiliates, includingits Affiliates (including the reasonable and documented fees, charges and disbursements of one outside counsel, one localfirm of counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected byfor the Administrative Agent) for the Administrative Agent and the Collateral Agent, in connection with the syndication of the credit facilities provided for herein,Revolving Facility, the preparationpreparation, negotiation, execution, delivery and administration of this Agreement and the other Loan DocumentsDocuments, 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, without limitation, such fees and expenses incurred in connection with # the creation, perfection or protection of the Liens under the Loan Documents (including all search, filing and recording fees) and # insurance reviews, audits and inspections as provided herein, # all reasonable and documented out-of-pocket expenses incurred by the Issuing Bankany L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and # all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bankany Lender or any Lender, includingL/C Issuer (including the fees, charges and disbursements of # one outside counsel, one localfirm of counsel in each relevant jurisdiction and one regulatory counsel in each relevant regulatory field (in each case selected by the Administrative Agent) for the Administrative Agent, the Issuing Bank or any Lender,Lenders and the L/C Issuers, taken as a whole, # if reasonably necessary, a single local counsel for the Administrative Agent, the Lenders and the L/C Issuers, taken as a whole, in connection witheach relevant material jurisdiction, and # solely in the enforcement or protectioncase of its rightsconflict of interest, one additional counsel in each relevant material jurisdiction for the affected parties seeking indemnification, taken as a whole) # 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 any workout, restructuring or negotiations in respect thereof; provided that if the Administrative Agent, the Issuing Bank or any Lender shall determine in good faith that there is likely to be a conflict between its interests and the interests of such other Persons (any party makingLoans or Letters of Credit (including all such determination, a “Determining Party”), the Borrower shall pay all documented fees, chargescosts and disbursements of an additional outside counsel, and additional local counsel in each relevant jurisdiction and an additional regulatory counsel in each relevant regulatory field, as applicable, for the Determining Party to the extent reasonably requested, and # and all documented costs, expenses, taxes, assessments and other chargesexpenses incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Documentproceeding under the United States Bankruptcy Code involving the Borrower or any other document referred to therein; provided that unless an Event of Default has occurred and is continuing, the Borrower shall not be responsible for the reimbursement of any fees, costs and expenses of the Independent Valuation Provider incurred pursuant to [Section 5.12(d)] in an aggregate amount in excess of $200,000 in any 12-month period (the “IVP Supplemental Cap”)Loan Party as a debtor thereunder).