Common use of Attorney Costs, Expenses and Taxes Clause in Contracts

Attorney Costs, Expenses and Taxes. The Credit Parties agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefore. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days after receipt by the Company of an invoice in reasonable detail. The foregoing costs agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses shall include all searchor other amounts payable by it hereunder or under any Loan Document, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost such amount may be paid on behalf of independent public accountants and other outside experts retained such Loan Party by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements , in this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Arrangers and the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary, of one local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each Borrower, jointly and severally, agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Lender for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and the development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization), collection and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Credit Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Credit Documents (including all such costs and expenses incurred during any nature of a “workout” or restructuring in respect of the Obligations and during any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Such costs and expenses shall also include administrative costs of Lender reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrowers under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received bear interest from the tenth day following the date of demand for payment at the Default Rate, unless waived by the BorrowerLender. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.. Adesto Technologies Corporation Credit Agreement

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative each Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs incurred by such Agents, and (b) to pay or reimburse the Administrative each Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts incurred by each Agent and each Lender. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Co-Administrative Agent Agents and the reasonable and documented cost of independent public accountants and other outside experts retained by the Co-Administrative Agent Agents or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) Business Days 30 days after written invoice therefor is received demand therefor, which demand shall be accompanied by the Borroweran appropriate invoice. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and the development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Credit Agreement therewith, or the other Credit Documents (including all such costs and expenses incurred during in connection with any “workout” refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Such costs and expenses shall also include administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 10.04 shall be payable within twenty (20) bear interest from the second Business Days after written invoice therefor is received Day following the date of demand for payment at the Default Rate, unless waived by the BorrowerAdministrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent. The foregoing costs and expenses shall include all search, filing, recording, title insurance search and appraisal filing charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by any Agent. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days after receipt by the Administrative Agent Company of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained Obligations. 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 or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements , in this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative each Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative each Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, enforcement or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative either Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative either Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly subject to the provider thereof or limitation set forth in Section 4.01(s)) (i) to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Finance Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Borrower shall not be required to pay Attorney Costs of more than one counsel to the Administrative Agent and a single local or special counsel in each applicable jurisdiction, and (bii) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Finance Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Finance Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all other Senior Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cxxxxx Xxxxxx & Rxxxxxx llp and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and local and foreign counsel, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the L/C Issuer for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agent, the L/C Issuer and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the L/C Issuer, as the case may be, and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent Agent, the L/C Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, due diligence, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and the costs and expenses incurred in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agent, the L/C Issuer, each Arranger, and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 9.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Except as otherwise stated in Section 3.08. Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and the development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney Costs fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel, (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Credit Agreement therewith, or the other Credit Documents (including all such costs and expenses incurred during in connection with any “workout” refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including including, without limitation, all fees and disbursements of any proceeding under any Debtor Relief Law), including law firm or other external counsel and the allocated cost of internal legal services and all Attorney Costsdisbursements of internal counsel. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Such costs and expenses shall also include administrative costs of Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 10.04 shall be payable within twenty (20) bear interest from the second Business Days after written invoice therefor is received Day following the date of demand for payment at the default rate referred to in Section 2.09(a), unless waived by the BorrowerAgent. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligationsobligations under the Loan Documents.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Except as otherwise provided in Section 6.10, the Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable and documented Attorney Costs and (b) to pay or reimburse the Administrative Agent and or each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Third Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Company agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all actual and reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all actual search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other actual and reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days 30 days after written submission of an invoice therefor is received by the Borrowertherefor. The agreements in this Section shall survive the termination of the Commitments Aggregate Facilities Commitment and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The By countersigning this Agreement, the Company and each other Credit Parties agree Party agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Collateral Agent for all reasonable and documented costs and expenses expenses, including reasonable attorneys’ fees and disbursements (including allocated costs of in-house counsel), incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Collateral Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and (b) to pay or reimburse the Administrative Collateral Agent and each Lender for all reasonable costs and expenses expenses, including reasonable attorneys’ fees and disbursements (including allocated costs of in-house counsel), incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Collateral Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Secured Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawapplicable bankruptcy, insolvency or other similar law affecting the rights of creditors generally of the United States of America or any state thereof), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Collateral Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Collateral Agent or any Lenderin connection with the matters described in this Section 5.8. All amounts due under this Section 10.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination repayment of the Commitments and repayment of all other Secured Obligations.

Attorney Costs, Expenses and Taxes. Each party shall bear its own costs and expenses (including Attorney Fees) incurred in connection with the preparation and negotiation of this Agreement, the Custodial and Paying Agency Agreement and the Account Control Agreement (as originally executed). The Credit Parties agree (a) to pay directly to the provider thereof or Company agrees to pay or reimburse the Administrative Agent Agents, the Note Holder and the Lender for all reasonable and documented costs and expenses (including Attorney Fees) incurred in connection with (a) the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof any other PA Financing Transaction Document requested by any Grantor (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and (b) any workout proceeding relating to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with Secured Obligations, (c) the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the any other Credit Documents PA Financing Transaction Document (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsFees of counsel to the Agents, the Note Holder and the Lender) or (d) any proposed transfer pursuant to Section 7.12(b) hereof. Any such obligation of the Debtors under this Section 11.2 shall become part of the Secured Obligations secured by this Agreement. The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerapplicable Person. The agreements in this Section shall survive the termination of the Commitments this Agreement and repayment of all other Secured Obligations. All amounts due under this Section shall be payable on demand.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Agents, the Syndication Agent, the Co-Documentation Agents, the L/C Issuer and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent Agents, the Syndication Agent, the Co-Documentation Agents, the Arrangers, the L/C Issuer and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agents). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 an Administrative Agent in this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred by Bank of America (including in its capacity as Administrative Agent) in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse each Agent and the Administrative Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, provided that the Borrower shall only be responsible for the fees and expenses of a single law firm acting as counsel to the Agents in each jurisdiction the laws of which govern any of the Credit Documents or in which Holdings or any of its Subsidiaries is organized or owns property or assets and (b) to pay or reimburse the Administrative each Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the 144 other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent or the Administrative Collateral Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by any Agent, the Administrative Collateral Agent or any Lender. All amounts due under this Section 10.04 13.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the total Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or 155 thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Xxxxx LLP and local and foreign counsel, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented Each party shall bear its own costs and expenses incurred in connection with the development, preparation and negotiation of this Agreement and the other Facility Loan Documents (as originally executed). The Company agrees (a) to pay or reimburse the Specified Agents and the Lender for all reasonable costs and expenses (including Attorney Costs) incurred in connection with (i) the preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof the other Facility Loan Documents requested by any Grantor (whether or not the transactions contemplated hereby or thereby are consummated)) or (ii) any proposed transfer pursuant to Section 7.12(b) of the Security Agreement, and the consummation and administration such obligation of the transactions contemplated hereby and therebyCompany shall become part of the Facility Obligations, including all Attorney Costs and (b) to pay or reimburse the Administrative each Specified Agent and each the Lender for all reasonable costs and expenses incurred following an Event of Default in connection with any workout proceeding relating to the enforcement, attempted enforcement, Facility Obligations or preservation the enforcement of any rights or exercise of any remedies under this Credit Agreement or the other Credit Facility Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law)Insolvency Proceeding, and including all Attorney CostsCosts of counsel to the Specified Agents and the Lender). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent applicable party. The agreements in this Section 10.04 shall survive the termination of the Commitment and the reasonable and documented cost payment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderFacility Obligations. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days 15 days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligationsdemand.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, due diligence, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of SyndTrak Online, IntraLinks, Inc. or other similar information transmission systems in connection with the Loan Documents, or (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief LawLaw or during the existence of an Event of Default), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges (to the extent applicable) and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Agents for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication, administration and execution of this Credit Agreement and the other Credit Loan Documents, including the preservation filing, recording, refiling or rerecording of any rights pledge agreement and any Security Agreement and/or any UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or remedies under this Credit Agreement and instruments of further assurance required to be filed or recorded or refiled or rerecorded by the other Credit Documentsterms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agents and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments Commitment and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree U.S. Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Agents for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of the commitments to provide the Credit Extensions hereunder, this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any actual or proposed amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and local counsel, and (b) to pay or reimburse the Administrative Agent Agents and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Agents. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related theretothereto and all other expenses relating to the perfection, preservation or enforcement of the Liens on Collateral, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable paid within twenty (20) Business Days after written invoice therefor is received by the Borrowerinvoiced or demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (but limited to one primary outside counsel for the Administrative Agent, and to the extent necessary, one local counsel in each relevant jurisdiction for the Administrative Agent) and (ba) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts (but limited to one primary outside counsel for the Administrative Agent and the Lenders, and to the extent necessary, (i) one local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders and (i) one counsel for each group of similarly situated Persons in the case of an actual or asserted conflict of interest among the Administrative Agent and the Lenders). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Loans and other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree DeVry agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and and, solely in connection with a "workout", the reasonable and documented cost of independent public accountants and other nonlegal outside experts retained by the Administrative Agent or any Lenderon behalf of the Lenders. All amounts due under this Section 10.04 11.4 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section 11.4 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of White & Case LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and Arranger for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation due diligence, negotiation, delivery, syndication, administration and execution of this Credit Agreement and the other Credit Loan Documents, including the preservation filing, recording, refiling or rerecording of any rights Mortgage, any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof (whether or remedies under this Credit Agreement not effective) and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any other Credit Documentsmortgage, any other pledge agreement or any other security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of the Administrative Agent and the Arranger, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with any stamp, documentary or similar taxes, the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title and environmental assessments and reviews, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The By countersigning this Agreement the Company and each other Credit Parties agree Party agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Collateral Agent for all reasonable and documented costs and expenses expenses, including reasonable attorneys’ fees and disbursements (including allocated costs of in-house counsel), incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Collateral Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and (b) to pay or reimburse the Administrative Collateral Agent and each Lender for all reasonable costs and expenses expenses, including reasonable attorneys’ fees and disbursements (including allocated costs of in-house counsel), incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Collateral Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Secured Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Lawapplicable bankruptcy, insolvency or other similar law affecting the rights of creditors generally of the United States of America or any state thereof), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Collateral Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Collateral Agent or any Lenderin connection with the matters described in this Section 5.8. All amounts due under this Section 10.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination repayment of the Commitments and repayment of all other Secured Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties jointly and severally agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, due diligence, syndication, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (collectively, the “Documentation Costs”), and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges charges, field audits and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) thirty Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and 165 NEWYORK 7904486 (2K) administration of the transactions contemplated hereby and thereby, including all Attorney Costs of White & Case LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Collateral Agent, and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the L/C Issuer for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agent, the L/C Issuer and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the L/C Issuer, as the case may be, and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent Agent, the L/C Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties Subject to the provisions of Section 10.22, the Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and out-of-pocket expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated 91 hereby and thereby, including all Attorney Costs and costs and out-of-pocket expenses in connection with the use of IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, enforcement or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and and, during the reasonable and documented continuance of an Event of Default, the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the BorrowerAgent. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse each of the Administrative Agent Agents, and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse each of the Administrative Agent Agents, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent or Collateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal recording charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligations.its sole discretion. 105

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Second Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Loan Parties jointly and severally agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include include, to the extent applicable hereunder, all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Transaction Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Insurer, and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Transaction Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 11.04(a)) out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative any Agent or any Lenderthe Insurer. The agreements in this Section 11.04 shall survive the termination of this Agreement and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section shall survive If the termination Borrower fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Transaction Document, such amount may be paid on behalf of the Commitments and repayment of all other ObligationsBorrower by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and out-of-pocket expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Lender for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and the development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Credit Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Credit Documents (including all such costs and expenses incurred during any nature of a “workout” or restructuring in respect of the Obligations and during any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable to Lender under this Section 10.04 shall be payable within twenty (20) bear interest from the second Business Days after written invoice therefor is received by Day following the Borrowerdate of demand for payment at the Default Rate. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree DeVry agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and and, solely in connection with a “workout”, the reasonable and documented cost of independent public accountants and other nonlegal outside experts retained by the Administrative Agent or any Lenderon behalf of the Lenders. All amounts due under this Section 10.04 11.4 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefore. The agreements in this Section 11.4 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Lender for all reasonable and documented costs and expenses incurred in connection with the development, due diligence, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and documentary, transfer or other similar taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 9.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section 9.04 shall survive the termination of the Commitments Commitment and repayment repayment, satisfaction or discharge of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Lender for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable to the Lender under this Section 10.04 shall be payable within twenty (20) bear interest at the Default Rate from the second Business Days after Day following the date of receipt by the Borrower of a written invoice therefor is received by the Borrowerfor payment. The agreements in this Section shall survive the termination of the Commitments Commitment and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Arranger and the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary, of one local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If the Borrower 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 the Borrower by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Xxxxx LLP, Xxxxxxxx Chance LLP and such other local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowerpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, due diligence, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of SyndTrak Online, IntraLinks, Inc. or other similar information transmission systems in connection with the Loan Documents, or (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief LawLaw or during the existence of an Event of Default), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges (to the extent applicable) and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse (i) the Administrative Agent for all Attorney Costs, and (ii) the Administrative Agent and the Lenders for all other reasonable and documented costs and expenses (other than Attorney Costs), incurred in connection with the development, preparation, negotiation negotiation, syndication, administration and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and out-of-pocket expenses, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 The Borrowers shall be payable within twenty (20) Business Days after written invoice therefor is received by pay all fees and expenses of valuation experts, investment bankers and other outside experts engaged in the Borrowerpreparation of the Solvency Opinion. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Cravath, Swaine & Moore LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Xxxxxcation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes stamp, excise and other Taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Except as otherwise provided in Section 6.10, the Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable and documented Attorney Costs and (b) to pay or reimburse the Administrative Agent and or each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each of Holdings and the Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and all reasonable out-of-pocket expenses incurred in connection with the development, preparation, negotiation negotiation, execution, filing, recording and execution 110 insurance of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and reasonable out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such reasonable out-of-pocket costs and reasonable out-of-pocket expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 SECTION 12.04 shall be payable within twenty (20) thirty Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Revolving Credit Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative each Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and Agreement, the other Credit Loan Documents, the preservation of Commitment Letter, the Fee Letter or any rights or remedies under this Credit Agreement and the other Credit Documentsdocuments related thereto, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions AGCO Bridge Loan Agreement contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative each Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or Agreement, the other Credit Loan Documents , the Commitment Letter, the Fee Letter or any documents related thereto (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Bankruptcy Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 14.1 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section 14.1 shall survive the termination of the Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, the Commitment Letter, the Fee Letter or any documents related thereto, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Davis Polk & Wardwell, and (b) to pay or reimburse the Administrative Agent and each Lender Xxxxx xxx eaxx Xxxxxr for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. All amounts due under this Section 11.04 shall be paid promptly after receipt by the Administrative Agent Borrowers of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained Obligations. 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 or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements , in this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration (provided that expenses claimed in connection with administration shall only include out of pocket expenses and Attorney Costs incurred with respect to the Obligations) of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and Sustainability Structuring Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agent, the Sustainability Structuring Agent, each L/C Issuer, each Arranger, and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Sustainability Structuring Agent or any Lender. All amounts due under this Section 10.04 9.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and out-of-pocket expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.. Keystone Term Credit Agreement

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative each Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative each Agent and each Lender for all reasonable out-of-pocket costs and expenses (without duplication of amounts required to be paid or reimbursed pursuant to SECTION 3.01) incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative any Agent or any Lender. All amounts due under this Section 10.04 SECTION 11.04 shall be payable within twenty (20) Business Days days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section SECTION 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion; PROVIDED that prior to any payment of any such amount by any Agent or Lender on behalf of any Loan Party, such Agent or Lender shall give notice to such Loan Party.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and out-of-pocket expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and Arranger for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication, administration and execution of this Credit Agreement and the other Credit Loan Documents, including the preservation filing, recording, refiling or rerecording of any rights Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or remedies under this Credit Agreement and instruments of further assurance required to be filed or recorded or refiled or rerecorded by the other Credit Documentsterms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted 84 Quest Cherokee Credit Agreement enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments Aggregate Revolving Commitment and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (which shall be deemed to be out-of-pocket expenses for the purpose hereof), and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts (which shall be deemed to be out-of-pocket expenses for the purpose hereof). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) 10 Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to if the provider thereof or Fourth Restatement Effective Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree BioReliance agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Credit Agreement, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented (reasonable, in the case 120 of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the reasonable and documented cost repayment of independent public accountants and all other outside experts retained by the Administrative Agent or any LenderObligations. All amounts due under this Section 10.04 shall be payable paid within twenty ten (2010) Business Days after written invoice therefor is received of receipt by the BorrowerBorrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements 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 this Section shall survive the termination of the Commitments and repayment of all other Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Each of Holdings and the Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and all reasonable out-of-pocket expenses incurred in connection with the development, preparation, negotiation negotiation, execution, filing, recording and execution insurance of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and reasonable out-of-pocket expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such reasonable out-of-pocket costs and reasonable out-of-pocket expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 SECTION 12.04 shall be payable within twenty (20) thirty Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent Agent, each L/C Issuer, each Arranger, and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 9.04 shall be payable within twenty ten (2010) Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties jointly and severally agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, due diligence, syndication, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (collectively, the 100 “Documentation Costs”), and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges charges, field audits and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) thirty Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree U.S. Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent Agents for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of the commitments to provide the Credit Extensions hereunder, this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Loan Documents, and any actual or proposed amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Xxxxxx Xxxxxx & Xxxxxxx llp and local counsel, and (b) to pay or reimburse the Administrative Agent Agents and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Agents. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related theretothereto and all other expenses relating to the perfection, preservation or enforcement of the Liens on Collateral, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable paid within twenty (20) Business Days after written invoice therefor is received by the Borrowerinvoiced or demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. 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 or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “"workout” " or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include include, to the extent applicable hereunder, all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 SECTION 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within twenty (20) ten Business Days after written invoice therefor is received by the Borrowerdemand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. The Administrative Agent will cause its counsel to submit regular invoices within a reasonable period of time following provision of services or incurrence of costs and expenses.

Attorney Costs, Expenses and Taxes. The Credit Parties agree Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all actual and reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all actual search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other actual and reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days 30 days after written submission of an invoice therefor is received by the Borrowertherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.