expenses, charges or expenses of Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent.

expenses, charges or expenses ofThe Administrative Agent shall have received all reasonable fees and expenses owing to the reasonable fees, charges and disbursementsAdministrative Agent, including fees of counsel forto the Administrative Agent.

Fees and theExpenses. The Company shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel forto the Administrative Agent.Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least two days prior to the date hereof.

First, to the payment of all reasonable costs and expenses, charges or expensesincluding without limitation all reasonable attorneys' fees, of the Administrative Agent and the reasonable fees, charges and disbursements of counsel for Administrative Agent.Agent;

expenses, charges orExpenses. The Company agrees to pay all reasonable and documented out-of-pocket expenses ofincurred by the Administrative Agent and(including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent.Agent) in connection with this Amendment and the transactions contemplated hereby.