Costs and Expenses. Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse Agent, Lenders and L/C Issuer on demand for all reasonable costs and expenses incurred by Agent, Lenders and L/C Issuer in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuer for the services performed by such counsel in connection with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.

Costs and Expenses. The Borrower hereby reaffirms its agreement under the CreditLoan Agreement to pay or reimburse Agent, Lenders and L/C Issuerthe Lender on demand for all reasonable costs and expenses incurred by Agent, Lenders and L/C Issuerthe Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuerthe Lender for the services performed by such counsel in connection with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.

Costs and Expenses. The Borrower hereby reaffirms its agreement under the CreditLoan Agreement to pay or reimburse Agent, Lenders and L/C Issuerthe Lender on demand for all reasonable costs and expenses incurred by Agent, Lenders and L/C Issuerthe Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuerthe Lender for the services performed by such counsel in connection with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.

Expenses. Borrower hereby reaffirms its agreement under the Credit Agreementagrees to pay or reimburse Agent, Lenders and L/C Issuer on demand for all reasonable documented out-of-pocket costs and expenses of Agent (including reasonable documented attorneys' fees) incurred by Agent, Lenders and L/C Issuer in connection with the Loan Documents, including without limitationpreparation, negotiation, execution, delivery and administration of this Amendment and all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agreesother instruments or documents provided for herein or delivered or to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuer for the services performed by such counselbe delivered hereunder or in connection with the preparationherewith. All obligations provided herein shall survive any termination of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.Agreement as amended hereby.

SECTION # Costs and Expenses. Borrower hereby reaffirmsaffirms its agreementobligation under the CreditLoan Agreement to pay or reimburse Agent, Lendersthe Agent and L/C Issuer on demandeach Lender for all reasonable costs and expensesLender Group Expenses paid or incurred by Agent, Lenders and L/C Issuerthe Agent or any Lender in connection with the Loan Documents,preparation, negotiation, execution and delivery of this Amendment, including without limitation all reasonablebut not limited to the attorneys’ fees and disbursementsexpenses of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuerattorneys for the services performed by such counsel in connectionAgent and each Lender with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.respect thereto.

Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreementagrees to pay or reimburse Agent, Lenders and L/C Issuer on demand for all reasonable costs and expenses incurred by Agent, Lenders and L/C Issuerof the Agent in connection with the Loan Documents, includingpreparation, execution and delivery of this Amendment (including, without limitation alllimitation, the reasonable fees and disbursements of legal counsel. Without limiting the generalityexpenses of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuer for the services performed by such counsel in connection with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.Agent’s legal counsel).

Costs and Expenses. Borrower hereby reaffirms its agreement underThe Credit Parties shall reimburse each Lender, each Holder and the Credit Agreement to pay or reimburse Agent, Lenders and L/C Issueras the case may be, promptly on demand for all reasonable and documented out-of-pocket fees, costs, charges and expenses, including the fees, costs and expenses incurred by Agent, Lendersof counsel and L/C Issuerother expenses incurred in connection with this Amendment as provided in [Section 10.7] of the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Agent, Lenders and L/C Issuer for the services performed by such counsel in connection with the preparation of this Second Amendment and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.Agreement.

Costs, Fees and Expenses. Borrower hereby reaffirms itsIn consideration of Agent’s and each Lender’s agreement underto enter into this Amendment, Borrowers shall be responsible for the Credit Agreement to pay or reimburse Agent, Lenders and L/C Issuer on demand forpayment of all reasonable costscosts, fees and expenses incurred by Agent, Lenders and L/C Issuer in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements ofAgent’s counsel to Agent, Lenders and L/C Issuer for the services performed by such counselincurred in connection with the preparation of this Second Amendment and the documentsany related documents. All such costs, fees and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply theexpenses shall be paid with proceeds of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.Revolving Loans.

SECTION # Costs and Expenses. (a) The Borrower hereby reaffirms its agreement under the Credit Agreementagrees to pay or reimburse Agent, Lenders and L/C Issuer on demand for all documented reasonable out-of-pocket costs and expenses incurred by Agent, Lenders and L/C Issuerof the Agent in connection with the Loan Documents, includingpreparation, execution, delivery, administration, modification and amendment of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitationlimitation, # all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and # the reasonable fees and disbursementsexpenses of legal counsel. Without limitingcounsel for the generality ofAgent with respect thereto and with respect to advising the foregoing,Agent as to its rights and responsibilities under this Agreement. The Borrower specificallyfurther agrees to pay on demand all reasonable feesout-of-pocket costs and disbursementsexpenses of counsel to Agent, Lendersthe Agent and L/C Issuer for the services performed by such counselLenders, if any, in connection with the preparationenforcement (whether through negotiations, legal proceedings or otherwise) of this Second AmendmentAgreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees and instruments incidental hereto. Borrower hereby agrees that Agent may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement, or apply the proceedsexpenses of any Advance,counsel for the purposeAgent and each Lender in connection with the enforcement of paying any such fees, disbursements, costs and expenses.rights under this [Section 8.04(a)].

Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreement toshall pay or reimburse Agent, Lenders and L/C Issuer on demand for# all reasonable costs and documented out-of-pocket expenses incurred by Agent, Lendersthe Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and reasonable and documented disbursements of an external counsel 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 Administrative Agent (on behalf of the Lenders), if necessary), in connection with the syndication of the credit facilities provided for herein, the preparation, 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 L/C Issuer in connection with the Loan Documents, including without limitationissuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and # all reasonable fees and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender (after the occurrence of a Default) or the L/C Issuer (including the fees, charges and reasonable disbursements of legal counsel. Without limitingone lead counsel for the generalityAdministrative Agent, the Lenders and the L/C Issuer taken as a whole, one local counsel in each relevant jurisdiction and, in the event of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursementsany actual or potential conflict of interest, one additional firm of counsel to Agent, Lenders and L/C Issuer(and local counsel) in each relevant jurisdiction for the services performed byAdministrative Agent, each Lender or group of Lenders subject to such counselconflict and similarly situated), in connection with the preparationenforcement or protection of its rights # in connection with this Second AmendmentAgreement and the documents and instruments incidental hereto. Borrower hereby agrees that Agent may, atother 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 timeworkout, restructuring or from time to timenegotiations in its sole discretion and without further authorization by Borrower, make an Advance to Borrower under the Credit Agreement,respect of such Loans or apply the proceedsLetters of any Advance, for the purpose of paying any such fees, disbursements, costs and expenses.Credit.