Subject to the last sentence of Section 2.16 hereof (it being understood that the Designated Borrowers shall only be responsible for payment of any costs and expenses described in this Section 11.04 related or attributable to the Loans made to them), each Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable fees and expenses of counsel to the Administrative Agent incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Issuing Bank for all reasonable fees and expenses of counsel to the Issuing Bank in connection with the Letters of Credit or collection of any payment relating thereto, and (c) to pay or reimburse the Administrative Agent and the Lenders for all fees and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such fees and expenses incurred during any legal proceeding, including any proceeding under any Insolvency Law, and including any workout, restructuring or other arrangements relating to the Obligations).  The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.  All amounts due under this Section 11.04 shall be paid promptly following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail.  If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.