Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Agents in connection with the preparation of this Agreement and the other Credit Documents and , each Equipment Supplier Disbursement Certificate, and the documents effecting the Restructuring, or by the Agents in connection with the administration of this Agreement (including expenses incurred in connection with due diligence and incurred during any workout, restructuring or negotiations in respect thereof ) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by any Lender Party in connection with the enforcement or protection of their rights in connection with this Agreement and the other Credit Documents and , the Equipment Supplier Disbursement Certificates , in connection with the Term Loans made hereunder or documents effecting the Restructuring , including the reasonable fees, charges and disbursements of (a)  Latham & Watkins Sidley Austin LLP (counsel for Administrative Agent, Hermes Agent and the Lenders) and (b) to the extent consistent with the internal policies of any Lender, a single legal counsel to each such Lender, reasonable fees, charges and disbursements of the Independent Consultants (pursuant to agreements reasonably acceptable to Borrower, provided that no such acceptance shall be required at any time an Event of Default shall have occurred and be continuing) and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel for any Lender Party (but no more than one such counsel for each Lender).