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

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated 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 Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Except as otherwise stated in Section 3.08. Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 costs and expenses in connection with the use disbursements of Intralinks, Inc. any law firm or other similar information transmission systems in connection with this Agreementexternal counsel and the allocated cost of internal legal services and all disbursements of internal counsel, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the default rate referred to in Section 2.09(a), unless waived by Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligationsother obligations under the Loan Documents.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 therebythereby (including the performance by Lender of collateral field audits and inspections pursuant to Section 6.08), including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 Borrower under this Section 11.04 shall be payable within ten Business Days after bear interest from the tenth day following the date of demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive repayment of all other Obligations and the termination of the Aggregate Revolving Commitments and repayment of all ObligationsCommitments.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten Business Days after bear interest from the tenth day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to shall pay or reimburse within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent for all costs and expenses incurred in connection with the developmentnegotiation, preparation, negotiation syndication, execution and execution delivery of this Agreement the Loan Documents (subject to any limitations set forth in a letter agreement between Borrower and the other Loan Documents Arranger entered into prior to the Closing Date) and any amendmentamendment thereto or waiver thereof. Borrower shall also pay on demand, waiveraccompanied by an invoice therefor, 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 of the Administrative Agent and the Banks in connection with the use refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of Intralinks, Inc. or other similar information transmission systems in connection with this Agreementthe Loan Documents, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 Costsmatter related thereto. The foregoing costs and expenses shall include all searchfiling fees, filing, recordingrecording fees, title insurance and fees, appraisal charges and fees and taxes related theretofees, search fees, and other out-of-pocket expenses and Attorney Costs incurred by the Administrative Agent or any Bank, and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. All amounts due Such costs and expenses shall also include the administrative costs of the Administrative Agent reasonably attributable to the administration of this Agreement and the other Loan Documents. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower or any Guarantor to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand therefor. The agreements in this Section shall survive for payment at the termination of the Aggregate Revolving Commitments and repayment of all ObligationsDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated 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 IntralinksCosts, 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 in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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, and (c) to pay or reimburse each Lender for all reasonable costs and expenses incurred after an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Term Loan Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (to, any Loan Documents, whether or not the transactions contemplated hereby they become effective, and any other documents prepared in connection herewith or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs the charges of Intralinks or any other electronic document distribution service; provided, however, that Administrative Agent and expenses in connection with the use of IntralinksFleet Securities, Inc. or other similar information transmission systems in connection with this Agreement, not seek more than $10,000 from Borrowers for reimbursement of travel and travel-related expenses through and including the Closing Date; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred 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 Agreement therewith, or the other Loan 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 Following the occurrence and during the continuance of any Default or Event of Default, the foregoing costs and expenses shall include all search, filing, recording, title insurance recording and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by the Administrative Agent Lender and the 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 out of pocket costs of Lender reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 11.04 shall be payable within ten Business Days after bear interest from the 30th day following the date of written demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs and costs and expenses in connection with the use of IntralinksIntraLinks, 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 costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 fore going costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations. Promptly upon Borrower's request, Agent shall provide to Borrower such documentation as is customary in support of such costs and expenses.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 reasonable 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of IntralinksCosts, 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 costs and expenses incurred in connection with the enforcementany 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs and costs and expenses in connection with the use of IntralinksIntraLinks, 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 costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations. Promptly upon Borrower's request, Agent shall provide to Borrower such documentation as is customary in support of such costs and expenses.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Mexican Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation negotiation, syndication and execution of this Agreement and the other Loan 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 and costs and expenses in connection with the use of IntralinksCravath, Inc. or other similar information transmission systems in connection with this AgreementSwaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Mexican Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" , restructuring or restructuring negotiations in respect of the Obligations and during thereof, as well as any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent or the Mexican 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 out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the Administrative Agent termination of the Aggregate Commitments and the 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 11.04 shall be payable within ten Business Days after demand therefor. The agreements , in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligationsits sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or ---------------------------------- reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of IntralinksCosts, 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 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the and deemed reasonably necessary by Administrative Agent and the 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 reasonably administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 documents prepared in connection herewith or therewith (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney Costs and costs and expenses in connection with the use of IntralinksCosts, 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 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the and deemed reasonably necessary by Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. Such costs and expenses shall also include reasonably administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 Costs; provided, however, that Administrative Agent and costs BankBoston shall 113 120 not seek more than $50,000 from Borrower for reimbursement of travel and travel-related expenses in connection with through and including the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, Closing Date; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 (and, in the case of clause (a) of the immediately preceding sentence only, all reasonable) search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and (and, in the case of clause (a) of the immediately preceding sentence only, all reasonable) other out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 (and, in the case of clause (a) of the immediately preceding sentence only, all reasonable) search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to, any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and documentary, stamp or similar taxes related thereto, and other out-of-of- pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to shall pay or reimburse within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent for all costs and expenses incurred in connection with the developmentnegotiation, preparation, negotiation syndication, execution and execution delivery of this Agreement the Loan Documents (subject to the limitations set forth in a letter agreement between Borrower and the other Loan Documents Arranger entered into prior to the Closing Date) and any amendmentamendment thereto or waiver thereof. Borrower shall also pay on demand, waiveraccompanied by an invoice therefor, 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 of the Administrative Agent and the Banks in connection with the use refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of Intralinks, Inc. or other similar information transmission systems in connection with this Agreementthe Loan Documents, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 Costsmatter related thereto. The foregoing costs and expenses shall include all searchfiling fees, filing, recordingrecording fees, title insurance and fees, appraisal charges and fees and taxes related theretofees, search fees, and other out-of-pocket expenses incurred Attorney Costs of legal counsel employed by the Administrative Agent and the cost of or any Bank, independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. All amounts due Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Borrower Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand therefor. The agreements in this Section shall survive for payment at the termination of the Aggregate Revolving Commitments and repayment of all ObligationsDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents (including the expenses in connection with the obtainment and maintenance by any Lender of a shadow corporate rating as described in Section 6.18), and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and recording, filing, transfer, court, documentary, stamp or similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 -68- contemplated hereby and thereby, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the 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 11.04 shall be payable within ten Business Days after bear interest from the thirtieth day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents (not to exceed $35,000), and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to, any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and documentary, stamp or similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 Costs; provided, however, that Administrative Agent and costs FleetBoston shall not seek more than $50,000 from Borrower for reimbursement of travel and travel-related expenses in connection with through and including the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, Closing Date; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 therebythereby (including the performance by Lender of collateral field audits and inspections pursuant to Section 6.08), including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 Borrower under this Section 11.04 shall be payable within ten Business Days after bear interest from the tenth day following the date of demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive repayment of all Obligations and the termination of the Aggregate Revolving Commitments and repayment of all ObligationsCommitments.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby Transactions are consummated), and the consummation and administration of the transactions contemplated hereby and therebyTransactions, including all Attorney Costs and costs and expenses in connection with the use of IntralinksIntraLinks, Inc. SyndTrak, StuckyNet, 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 in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants accountants, consultants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 12.04 shall be deemed part of the Obligations when incurred and shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 12.04 shall survive the termination of Termination Date. The Administrative Agent and the Aggregate Revolving Commitments and repayment of all ObligationsLenders shall provide the Borrower with reasonable backup supporting any demand for payment.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)requested by Company to, any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection therewith, 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 AgreementCosts, and (b) after the occurrence of a Default or Event of Default (whether or not waived) or in connection with transactions requested by Company, to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-out of pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Except as otherwise provided in Section 6.10, the Borrower agrees (a) 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 Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated 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 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 or each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use charges of Intralinks, Inc. Intralinks or any other similar information transmission systems in connection with this Agreement, electronic document distribution service; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, Collateral 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 -43- 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 Following the occurrence and during the continuance of any Default or Event of Default, the foregoing costs and expenses shall include all search, filing, recording, title insurance recording and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 out of pocket costs of Lender reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 11.04 shall be payable within ten Business Days after bear interest from the 30/th/ day following the date of demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) 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 Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and attorney costs and expenses incurred in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreementtherewith, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 Costsattorney costs incurred in connection therewith including reasonable and quantifiable costs of Administrative Agent’s 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Agent. The foregoing costs and expenses shall not include Administrative Agent’s attorney costs related to disputes solely between Administrative Agent and Lender or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand thereforLenders arising out of the agency relationship between Administrative Agent and Lenders. The agreements in this Section 9.1 shall survive the termination of the Aggregate Revolving Total Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs the charges of Intralinks or any other electronic document distribution service; PROVIDED, HOWEVER, that Administrative Agent and expenses in connection with the use of IntralinksFleet Securities, Inc. or other similar information transmission systems in connection with this Agreement, not seek more than $10,000 from Borrowers for reimbursement of travel and travel-related expenses through and including the Initial Closing Date; and (b) to pay or reimburse the Administrative Agent, Collateral Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, Collateral Agent or any Lender. All amounts due Such costs and expenses shall also include administrative costs of Administrative Agent and Collateral Agent reasonably attributable to the administration of the Loan Documents, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.. 108

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to, any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and documentary, stamp or similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and recording, filing, transfer, court, documentary, stamp or similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse (a) 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 Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and reasonable and documented out-of-pocket costs and expenses in connection with the use of IntralinksIntraLinks, Inc. or other similar information transmission systems in connection with this Agreement, Agreement and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 than income or franchise taxes) related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days thirty days after written demand therefortherefor with reasonably detailed supporting backup documentation. The agreements in this Section 11.04 shall survive the termination of the Aggregate Revolving Commitments and repayment of all other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to, any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs the charges of Intralinks or any other electronic document distribution service; provided, however, that Administrative Agent shall not seek more than $10,000 from Borrowers for reimbursement of travel and travel-related expenses in connection with through and including the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement, Closing Date; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 Following the occurrence and during the continuance of any Default or Event of Default, the foregoing costs and expenses shall include all search, filing, recording, title insurance recording and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the 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 out of pocket costs of Administrative Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section 11.04 shall be payable within ten Business Days after bear interest from the 30th day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 -82- 88 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 AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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 out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees, and agrees to cause the Parent, (a) to pay or reimburse the Administrative Agent Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 therebythereby (including the performance by Lender of collateral field audits and inspections pursuant to Section 6.08), including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent Lender and the 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 Company under this Section 11.04 shall be payable within ten Business Days after bear interest from the tenth day following the date of demand thereforfor payment at the Default Rate, unless waived by Lender. The agreements in this Section shall survive repayment of all Obligations and the termination of the Aggregate Revolving Commitments and repayment of all ObligationsCommitments.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated 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 AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other 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 out-of-pocket expenses incurred by the Administrative Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 10.04 shall be payable within ten Business Days after demand 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 Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents 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 Costs; provided, however, that Administrative Agent and costs and expenses in connection with the use of IntralinksFleet Securities, Inc. or other similar information transmission systems in connection with this Agreement, not seek more than $[10,000] from Borrowers for reimbursement of travel and travel-related expenses through and including the Closing Date; and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or in connection with any refinancing, or restructuring of any such documents in the other Loan 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, including all without limitation, 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 out-of-pocket expenses incurred by the Administrative Agent and the 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, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section 11.04 shall be payable within ten bear interest from the second Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement the Loan Documents, and the other Loan Documents development, preparation, negotiation and execution of any amendment, waiver, consent consent, supplement or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)to any Loan Documents, and the consummation and administration of the transactions contemplated hereby and therebyany other documents prepared in connection herewith or therewith, including all reasonable Attorney Costs and costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this AgreementCosts, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred 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 Agreement therewith, or the other Loan 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 reasonable search, filing, recording, title insurance and appraisal charges and fees and documentary, stamp or similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent or any Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due Any amount payable by Borrower under this Section 11.04 shall be payable within ten bear interest from the tenth (10th) Business Days after Day following the date of demand thereforfor payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all Obligations.