Payment of Costs and Fees. The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent).

Payment of Costs and Fees.Expenses. The Borrower shallagrees on demand # to pay all reasonable fees and expenses of counsel to the Administrative Agent, and # to reimburse the Administrative Agent for all reasonable costs, out-of-pocket costs and expenses, and fees and charges of every kindin each case, in connection with the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent).other Loan Documents delivered in connection herewith.

Payment of CostsCosts, Expenses and Fees.Taxes. The Borrower shallBorrowers agree to pay toall reasonable out-of-pocket costs and expenses of the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, executionexecution, delivery and deliveryadministration of this AgreementAmendment and anythe other instruments and documents and instruments relating hereto (which costs include,to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of any attorneys retained bycounsel for the Administrative Agent).Agent.

Payment of Costs and Fees.Expenses. The Borrower shall payagrees to reimburse the Administrative Agent upon demand for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kindincurred in connection with the preparation, negotiation,negotiation and execution and delivery of this AgreementAmendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent).other document required to be furnished herewith.

Payment of Costs and Fees. TheExpenses. In addition to, and without in any way limiting, the obligations of Borrowers set forth in [Section 11.4] of the Credit Agreement, each Borrower shallabsolutely and unconditionally agrees to pay to theAdministrative Agent, on demand by Administrative Agent at any time, whether or not all or any of the transactions contemplated by this Agreement are consummated: all reasonable costs, out-of-pocket expenses,fees, costs and feesexpenses incurred by Administrative Agent and chargesany of every kindits directors, officers, employees or agents (including, without limitation, reasonable fees, costs and expenses incurred of any counsel to Administrative Agent), regardless of whether Administrative Agent or any such other Person is a prevailing party, in connection with # the preparation, negotiation, execution andexecution, delivery or enforcement of this AgreementAgreement, the Credit Agreement, the other Loan Documents and any agreements, documents or instruments contemplated hereby and instruments relating hereto (which costs include, without limitation,thereby, and # any investigation, litigation or proceeding related to this Agreement, the reasonable fees and expensesCredit Agreement, or any other Loan Document or any act, omission, event or circumstance in any matter related to any of any attorneys retained by the Administrative Agent).foregoing.

Payment of Costs and Fees.Expenses. The Borrower shallagrees to pay toor reimburse the Administrative Agent for all of its reasonable costs, out-of-pocket expenses,costs and fees and charges of every kindexpenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include,transactions contemplated hereby, including, without limitation, the reasonable fees and expensesdisbursements of any attorneys retained bycounsel to the Administrative Agent).Agent.

Payment5.3The Borrower agrees to pay on demand all reasonable and documented costs and expenses of Costs and Fees. The Borrower shall pay toor incurred by the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the negotiation, preparation, negotiation, execution and delivery of this AgreementAmendment and anythe other instruments and documents to be executed and instruments relating hereto (which costs include, without limitation,delivered in connection herewith, including the reasonable fees and expenses of any attorneys retained bycounsel for the Administrative Agent).Agent.

Payment of Costs and Fees. TheAttorney Costs. Unless waived by the Administrative Agent, the Borrower shall payhave paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained(directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Payment of Costs and Fees. TheExpenses. In accordance with the terms of [Section 9.03] of the Credit Agreement, the Borrower shall payagrees to reimburse the Administrative Agent for all reasonable costs, out-of-pocket expenses,fees, charges and fees and chargesdisbursements of every kindthe Administrative Agent in connection with the preparation, negotiation, execution and delivery of this AgreementAgreement, including all reasonable fees, charges and any documents and instruments relating hereto (which costs include, without limitation,disbursements of counsel to the reasonable fees and expenses of any attorneys retainedAdministrative Agent (paid directly to such counsel if requested by the Administrative Agent).

Payment of CostsFees and Fees.Expenses. The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent).Agent in connection with this Amendment, including reasonable legal fees and expenses.