Common use of Cost and Expense Reimbursement Clause in Contracts

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all costs and expenses of the Lenders of negotiation, preparation, execution, delivery, filing and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all costs and expenses, including fees, costs and expenses of legal counsel to the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lenders in enforcing any of the Loan Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Documents (including in connection with the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d), and (d) all fees, costs and expenses (including costs and expenses of counsel) of any Lender incurred after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 6.3, any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Lender, shall be at the sole expense of such Loan Party, and no Lender shall be required under any Loan Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision contained in this Section 6.3 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay (x) on or prior to the Agreement Closing Date, (y) on each Disbursement Date andand (z) otherwise after the Closing Date, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all reasonable and documented out-of-pocket costs and expenses of the Lenders Secured Parties of negotiation, preparation, execution, delivery, filing and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications theretothereto (whether or not any such consent, amendment, waiver or other modification is ultimately consummated), (b) all reasonable and documented out-of-pocket charges, fees, costs and expenses of one legal counsel to the Lenders Secured Parties in connection with the negotiation, preparation, execution and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all reasonable and documented out-of-pocket fees, costs and expenses of creating and perfecting Liens in favor of Agent (on behalf of the Secured Parties) pursuant to any Facility Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to each Secured Party and of counsel providing any opinions that any Secured Party may request in accordance with this Agreement in respect of any Facility Documents, Conversion Shares or the Liens created pursuant to the Facility Documents, (d) all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the custody or preservation of any of the Collateral, (e) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to the Lenders Secured Parties and fees, costs and expenses of accountants, advisors and consultants, incurred by the Secured Parties and the Secured Parties’ counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (f) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to the Secured Parties and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lenders Secured Parties in enforcing any of the Loan Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Facility Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Facility Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d8.1(d), (g) the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Facility Documents, and (dh) all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented out-of-pocket costs and expenses of counsel) incurred by any Secured Party in connection with the enforcement of any Lender incurred its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 6.39.2, any action taken by any Loan Party under or with respect to any Loan Facility Document, even if required under any Loan Facility Document or at the request of Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither Agent nor any other Secured Party shall be required under any Loan Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision provisions contained in this Section 6.3 9.2 shall survive the termination of this Agreement and the repayment of the ObligationsObligations and the termination of the Subsequent Convertible Loan Commitments.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all costs and expenses of Agent and the Lenders of negotiation, preparation, execution, delivery, filing and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to Agent and the Lenders in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto; provided that the maximum amount of such legal costs incurred solely with respect to the negotiation, preparation and execution of the Loan Documents prior to the Agreement Date (but, for the avoidance of doubt, not on or after the Agreement Date) by the Agent and the Lenders that is required to be paid by the Borrower is $500,000, (c) all fees, costs and expenses of creating and perfecting Liens in favor of Agent (on behalf of the Secured Parties) pursuant to any Loan Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to Agent and the Lenders and of counsel providing any opinions that Agent or the Lenders may request in respect of any Loan Documents or the Liens created pursuant to the Loan Documents, (d) all costs and expenses incurred by Agent or any Lender in connection with the custody or preservation of any of the Collateral, (e) all costs and expenses, including fees, costs and expenses of legal counsel to Agent and the Lenders and fees, costs and expenses of accountants, advisors and consultants, incurred by Agent, any Lender and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (f) all costs and expenses, including fees, costs and expenses of legal counsel to Agent and the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Agent and Lenders in enforcing any of the Loan Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d), and (dg) the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Loan Documents, (h) all fees, costs and expenses (including costs and expenses of counsel) of any Lender Secured Party incurred after the occurrence or during the continuance of an Event of DefaultDefault and (i) all amounts that any Lender may be required to reimburse any Agent Indemnitee for pursuant to Section 6.15(i) or Section 6.15(j), including any fees, costs and expenses (and attorneys’ fees) incurred by such Secured Parties in connection therewith. Without limiting any of the foregoing provisions of this Section 6.3, any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of the Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision contained in this Section 6.3 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Closing Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Closing Date, (a) all reasonable and documented out-of-pocket costs and expenses of the Lenders Secured Parties of negotiation, preparation, execution, delivery, filing and administration of the Loan Facility Documents (including reasonable and documented out-of-pocket costs and expenses of any subagent acting on behalf of the Agent) and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders each Secured Party in connection with the negotiation, preparation, execution and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all reasonable and documented out-of-pocket fees, costs and expenses of creating and perfecting Liens in favor of Agent (on behalf of the Secured Parties) pursuant to any Facility Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to each Secured Party and of counsel providing any opinions that any Secured Party may request in respect of any Facility Documents, Warrant Shares or Conversion Shares or the Liens created pursuant to the Facility Documents, (d) all reasonable and out-of-pocket costs and expenses incurred by the Agent in connection with the custody or preservation of any of the Collateral, (e) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to any Secured Party and fees, costs and expenses of accountants, advisors and consultants, incurred by any Secured Party and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Lenders Collateral, (f) all reasonable and documented out-of-pocket costs and expenses, including fees, costs and expenses of legal counsel to each Secured Party and all reasonable and documented out-of-pocket fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lenders each Secured Party in enforcing any of the Loan Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Facility Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Facility Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d8.1(d), (g) the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Facility Documents, and (dh) all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable and documented out-of- pocket costs and expenses of counsel) incurred by any Secured Party in connection with the enforcement of any Lender incurred its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 6.39.2, any action taken by any Loan Party under or with respect to any Loan Facility Document, even if required under any Loan Facility Document or at the request of Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither Agent nor any other Secured Party shall be required under any Loan Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision provisions contained in this Section 6.3 9.2 shall survive the termination of this Agreement and the repayment of the Obligations.. Notwithstanding the foregoing, in no event will the indemnity and payment provisions of this

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all reasonable and documented out-of-pocket costs and expenses of the Agent and the Lenders of (x) negotiation, preparation, execution, delivery, filing and administration of the Prior Loan Documents and any consents, amendments, waivers or other modifications thereto and (y) negotiation, preparation, execution, delivery, filing and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto, (b) all the reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Agent and the Lenders in connection with the negotiation, preparation, execution and administration of the Loan Documents (and/or the Prior Loan Documents) and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all fees, costs and expenses of creating and perfecting Liens in favor of the Agent on behalf of the Secured Parties pursuant to any Loan Document (or any Prior Loan Documents), including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to the Agent and the Lenders and of counsel providing any opinions that Agent or the Lenders may request in respect of any Loan Documents (or any Prior Loan Documents) or the Liens created pursuant to the Loan Documents (or any Prior Loan Documents), (d) all costs and expenses incurred by the Agent or any Lender in connection with the custody or preservation of any of the Collateral, (e) all costs and expenses, including fees, costs and expenses of legal counsel to the Agent and the Lenders and fees, costs and expenses of accountants, advisors and consultants, incurred by the Agent, any Lender and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (f) all costs and expenses, including fees, costs and expenses of legal counsel to the Agent and the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Agent and Lenders in enforcing any of the Loan Documents (or any Prior Loan Documents) or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Documents (or the Prior Loan Documents) (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Documents (or the Prior Loan Documents)) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d), and (dg) all fees, costs and expenses the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Loan Documents (including costs and expenses of counsel) of any Lender incurred after or the occurrence or during the continuance of an Event of DefaultPrior Loan Documents). Without limiting any of the foregoing provisions of this Section 6.3, any action taken by any Loan Party under or with respect to any Loan Document (or any Prior Loan Document), even if required under any Loan Document (or any Prior Loan Document) or at the request of the Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither the Agent nor any other Secured Party shall be required under any Loan Document (or any Prior Loan Document) to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision contained in this Section 6.3 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Closing Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Closing Date, (a) all costs and expenses of the Lenders Lender Parties of negotiation, preparation, execution, delivery, filing and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications theretothereto (whether or not any such consent, amendment, waiver or other modification is ultimately consummated), (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders each Lender Party in connection with the negotiation, preparation, execution and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all costs and expenses, including fees, costs and expenses of legal counsel to the Agent and the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Agent and the Lenders in enforcing any of the Loan Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Facility Documents (including in connection with the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d7.1(d), (d) the cost of purchasing insurance in accordance with this Agreement that the Loan Parties fail to obtain as required by the Facility Documents, and (de) all fees, costs and expenses (including costs and expenses of counsel) of incurred by the Agent or any Lender incurred in connection with the enforcement of its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default; provided that the aggregate fees and expenses of legal counsel to the Agent and the Lenders, taken as a whole, incurred prior to and including the Closing Date that are required to be reimbursed by the Borrower in connection with the execution of this Agreement on the Closing Date shall not exceed $275,000. Without limiting any of the foregoing provisions of this Section 6.38.2, any action taken by any Loan Party under or with respect to any Loan Facility Document, even if required under any Loan Facility Document or at the request of Agent or any other Lender, shall be at the sole expense of such Loan Party, and no neither Agent nor any other Lender shall be required under any Loan Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision provisions contained in this Section 6.3 8.2 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Date, (a) all reasonable and documented out-of-pocket costs and expenses of the Agent and the Lenders of negotiation, preparation, execution, delivery, filing and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto; provided that the maximum amount of such legal costs incurred solely with respect to the negotiation, preparation and execution of the Loan Documents prior to the Agreement Date (but, for the avoidance of doubt, not on or after the Agreement Date) by the Agent and the Lenders that is required to be paid by the Borrower is $500,000, (b) all the reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Agent and the Lenders in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all fees, costs and expenses of creating and perfecting Liens in favor of the Agent on behalf of the Secured Parties pursuant to any Loan Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to the Agent and the Lenders and of counsel providing any opinions that Agent or the Lenders may request in respect of any Loan Documents or the Liens created pursuant to the Loan Documents, (d) all costs and expenses incurred by the Agent or any Lender in connection with the custody or preservation of any of the Collateral, (e) all costs and expenses, including fees, costs and expenses of legal counsel to the Agent and the Lenders and fees, costs and expenses of accountants, advisors and consultants, incurred by the Agent, any Lender and its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral, (f) all costs and expenses, including fees, costs and expenses of legal counsel to the Agent and the Lenders and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Agent and Lenders in enforcing any of the Loan Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d), and (dg) all fees, costs and expenses (including costs and expenses the cost of counsel) of any Lender incurred after purchasing insurance that the occurrence or during Loan Parties fail to obtain as required by the continuance of an Event of DefaultLoan Documents. Without limiting any of the foregoing provisions of this Section 6.3, any action taken by any Loan Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of the Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither the Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision contained in this Section 6.3 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Closing Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Closing Date, (a) all reasonable and documented costs and expenses of the Lenders Secured Parties of negotiation, preparation, execution, delivery, filing and administration of the Loan Facility Documents (including the fees of any service provider, including, without limitation Alter Domus (US) LLC, engaged by Agent to perform administrative functions on its behalf) and any consents, amendments, waivers or other modifications theretothereto (whether or not any such consent, amendment, waiver or other modification is ultimately consummated), (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders Agent and the Secured Parties in connection with the negotiation, preparation, execution and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all reasonable and documented fees, costs and expenses of creating and perfecting Liens in favor of Agent (on behalf of the Secured Parties) pursuant to any Facility Document, including filing and recording fees, expenses and Taxes, search fees, title insurance premiums, and fees, costs, expenses and disbursements of counsel to each Secured Party and of counsel providing any opinions that any Secured Party may request in respect of any Facility Documents, Warrant Shares or Conversion Shares or the Liens created pursuant to the Facility Documents, (d) all reasonable and documented costs and expenses incurred by the Agent in connection with the custody or preservation of any of the Collateral, (e) all reasonable and documented costs and expenses, including fees, costs and expenses of one outside legal counsel to the Lenders Secured Parties (taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected Secured Parties, taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all Secured Parties, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Secured Parties, taken as a whole), and all fees, costs and expenses of accountants, advisors and consultants and costs of settlementconsultants, incurred by any Secured Party relating to efforts to protect, evaluate, assess or dispose of any of the Lenders Collateral, (f) all reasonable and documented costs and expenses, including fees, costs and expenses of one outside legal counsel to Agent and the Secured Parties (taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional counsel to all affected Secured Parties, taken as a whole, and, if reasonably necessary, one local counsel in any relevant material jurisdiction to all Secured Parties, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Secured Parties, taken as a whole) incurred by each Secured Party in enforcing any of the Loan Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Facility Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Loan Facility Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d7.1(e) or Section 7.1(f), (g) the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Facility Documents, and (dh) all fees, costs and expenses (including costs and expenses of counsel) incurred by any Secured Party in connection with the enforcement of any Lender incurred its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default. Without limiting any of the foregoing provisions of this Section 6.38.2, any action taken by any Loan Party under or with respect to any Loan Facility Document, even if required under any Loan Facility Document or at the request of Agent or any Lenderother Secured Party, shall be at the sole expense of such Loan Party, and no Lender neither Agent nor any other Secured Party shall be required under any Loan Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision provisions contained in this Section 6.3 8.2 shall survive the termination of this Agreement and the repayment of the Obligations.

Cost and Expense Reimbursement. The Loan Parties agree to pay on or prior to the Agreement Closing Date and, within ten (10) Business Days after delivery of an invoice therefor, after the Agreement Closing Date, (a) all costs and expenses of the Lenders Lender Parties of negotiation, preparation, execution, delivery, filing and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto, (b) all reasonable and documented out-of-pocket fees, costs and expenses of one legal counsel to the Lenders each Lender Party in connection with the negotiation, preparation, execution and administration of the Loan Facility Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower or any other Loan Party related thereto, (c) all fees, costs, expenses and disbursements of counsel to each Lender Party and of counsel providing any opinions that any Lender Party may request in respect of any Facility Documents, Preferred Conversion Shares or Conversion Shares, (d) all costs and expenses, including fees, costs and expenses of legal counsel to the Lenders each Lender Party and all fees, costs and expenses of accountants, advisors and consultants and costs of settlement, incurred by the Lenders each Lender Party in enforcing any of the Loan Facility Documents or any Obligations of, or in collecting any payments due from, any Loan Party hereunder or under the other Loan Facility Documents (including in connection with the enforcement of the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any proceeding or event of the type set forth in Section 5.4(d8.1(d), (e) the cost of purchasing insurance that the Loan Parties fail to obtain as required by the Facility Documents, and (df) all fees, costs and expenses (including costs and expenses of counsel) of incurred by any Lender incurred Party in connection with the enforcement of its rights or remedies under the Facility Documents after the occurrence or during the continuance of an Event of Default; provided that the Loan Parties’ obligation to reimburse any such fees, costs and expenses incurred prior to the Closing Date shall be limited to $250,000. Without limiting any of the foregoing provisions of this Section 6.39.2, any action taken by any Loan Party under or with respect to any Loan Facility Document, even if required under any Loan Facility Document or at the request of Agent or any Lenderother Lender Party, shall be at the sole expense of such Loan Party, and no neither Agent nor any other Lender Party shall be required under any Loan Facility Document to reimburse any Loan Party or any Subsidiary of any Loan Party therefor. The obligations and provision provisions contained in this Section 6.3 9.2 shall survive the termination of this Agreement and the repayment of the Obligations.