Borrowers shall pay (a) all reasonable, documented out-of-pocket expenses incurred by any Agent and their respective Affiliates (including the reasonable, documented fees, charges and disbursements of counsel for each Agent) 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 Documents (including, without limitation, any expenses incurred by Administrative Agent and Lenders in connection with post-closing matters set forth in Section 6.17) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable, documented out-of-pocket expenses incurred by Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) all reasonable, documented out-of-pocket expenses incurred by any Agent, any Lender or Issuer (including the reasonable, documented fees, charges and disbursements of any counsel for such Agent, such Lender or Issuer), in connection with the enforcement or protection of its rights (i) in connection with this Agreement and the Other Documents, including its rights under this Section, or (ii) in connection with the Advances made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances or Letters of Credit, and (d) all reasonable out-of-pocket expenses of each Agent’s regular employees and agents engaged periodically to perform audits of any Borrower’s or any Borrower’s Affiliate’s or Subsidiary’s books, records and business properties.