Common use of Costs, Fees and Expenses Clause in Contracts

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall Subject to any express limitations otherwise set forth in this Agreement or any other Loan Document, the Borrowers jointly and severally agree to pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall Borrowers jointly and severally agree to pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be jointly and severally payable by the Borrower Borrowers to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerBorrowers (or any of them), or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the any Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Borrowers (or any of them) or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, jointly and severally payable by the Borrower Borrowers to the Bank on demand.

Costs, Fees and Expenses. The Borrower Parties shall pay or reimburse the Bank for all reasonable out-of-pocket costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated (other than Taxes) in connection with (a) the negotiation, preparation, consummation, collection of the Obligations or enforcement preparation and consummation of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during (b) any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, (c) UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunderDocuments, and agrees to save and hold (d) all inspections or audits by the Bank harmless from and against any and (or agents thereof); provided, however, that all liabilities with respect such inspections or audits shall be at reasonable times during normal business hours and, so long as no Event of Default exists, requested upon reasonable advance notice to the Borrower Parties; provided further, that so long as no Event of Default exists, the Borrower Parties shall not be required to reimburse the Bank for inspections or resulting from any delay in paying or omission to pay such costs and expensesaudits more frequently than once each fiscal year. That portion of the Obligations hereunder consisting of costs, reasonable out-of-pocket costs and expenses or advances to be reimbursed by the Borrower Parties to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Parties to the Bank on demandthe same terms applicable to the principal amount of the Loans. If at any time or times hereafter In addition, if during the existence of an Event of Default, the Bank: (ai) employs counsel for advice or other representation (ix) with respect to this Agreement or the other Loan Documents, (iiy) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, Borrower Parties or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrower Parties’ business or affairs, or (iiiz) to enforce any rights of the Bank against the Borrower Parties or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (cii) attempts to or enforces any of the Bank’s rights or remedies under the this Agreement or the any other Loan DocumentsDocument, the reasonable out-of-pocket costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the ObligationsObligations hereunder, payable by the Borrower to the Bank Parties on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Administrative Agent and the Lenders for all reasonable costs, fees and documented costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection negotiation and execution of this Agreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Administrative Agent or any of the Obligations or enforcement of this Agreement, Lenders) and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), and the consummation and administration of the foregoingtransactions contemplated hereby and thereby (including the monitoring of, and participation in, all aspects of the Borrower shall pay any and Cases), including all stamp and other taxes, UCC search fees, filing reasonable fees and other expenses of outside counsel for the Administrative Agent and the reasonable fees and expenses of one outside counsel for all Lenders as a group, and (ii) to pay or reimburse the Lenders (including, without limitation, Citibank in its capacity as Administrative Agent) for all out-of-pocket costs and expenses incurred in connection with the execution ongoing maintenance and delivery monitoring of this AgreementAvailability and enforcement, attempted enforcement, or preservation of any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to rights or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to remedies under this Agreement or the other Loan Documents which are not paid on (including all such costs and expenses incurred during any “workout” or prior to restructuring in respect of the date hereof Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees and expenses of counsel for the Lenders (including, without limitation, Citibank in its capacity as Administrative Agent). The foregoing fees, costs and expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial Lenders. All amounts due under this Section 10.04(a) shall be payable by within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent, each Agent’s Related Parties, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of outside counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the Bank on demand. If at preparation of any time defense with respect thereto arising out of or times hereafter the Bank: (a) employs counsel for advice or other representation in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the reasonable costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable and documented out-of-pocket costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of one outside counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the this Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, Railcar Filing Authority search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note the Notes and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include reasonable attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees agree to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable actual out of pocket costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, administration, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, a UCC policy of insurance issued by a title insurance company acceptable to Lender, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the reasonable actual out of pocket costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank ------------------------- Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the BankLender, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees agree to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the Bank: Lender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower Borrowers or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Lender's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. (a) The Borrower shall Parent agrees (i) to pay or reimburse the Bank Lenders for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this AgreementAgreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Lenders), and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Documentother modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), or during any workoutand the consummation and administration of the transactions contemplated hereby and thereby (including the monitoring of, restructuring or negotiations in respect thereofand participation in, all aspects of the Cases), including all fees, expenses and disbursements of separate counsel for the Administrative Agent and each Initial Lender on a full indemnity basis, a counsel in each applicable jurisdiction and such other advisors as set forth in the Commitment Letter or otherwise, and (ii) to pay or reimburse the Lenders (including, without limitation, the Administrative Agent for all reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses incurred in connection with (A) the ongoing maintenance and monitoring of Availability and (B) enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement, the Loan Documents or otherwise (including all such attorneys costs and expenses incurred during any "workout" or restructuring in respect of the Bank; search Obligations and during any legal proceeding, including any proceeding under any Bankruptcy Law), including all reasonable fees, expenses and disbursements of separate counsel on a full indemnity basis for the Administrative Agent and each Initial Lender. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders and the cost of independent public accountants and other outside experts retained jointly by the Administrative Agent and the Lenders. All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby shall be are consummated. In furtherance of the foregoing, the Borrower Parent shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless the Bank harmless Administrative Agent, the Collateral Agent, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the "Indemnitees") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigation, contest, dispute, suit Commitment or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Advance or the Borrower’s business use or affairsproposed use of the proceeds therefrom, or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Credit Party, or any liability related in any way to the Bank by virtue Borrowers or any other Credit Party in respect of this Agreement Environmental Laws or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidateEnvironmental Action, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrowers or any of their Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrowers or any of their Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts If any payment of principal of any LIBOR Advance is made by a Borrower to or enforces any for the account of a Lender other than on the last day of the Bank’s rights Interest Period for such Advance, or remedies under if a Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Agreement Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or such failure to pay or prepay, as the other Loan Documentscase may be, the costs and expenses including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by the Bank in any manner or way with respect to the foregoing, shall be part reason of the Obligations, payable liquidation or reemployment of deposits or other funds acquired by the Borrower any Lender to the Bank on demandfund or maintain such Advance.

Costs, Fees and Expenses. The (a) Each Borrower shall agrees (i) to pay or reimburse the Bank Administrative Agent and the Lead Arrangers for all reasonable costs, fees and documented out-of-pocket costs and expenses incurred by the Bank or for which the Bank becomes obligated such Persons (including, without limitation, third-party appraisal costs, per diem costs and other charges of field examiners and other employees in connection with matters relating to the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents Collateral and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges expenses (it being agreed that reasonable fees and expenses of not more than one counsel for the Administrative Agent and all of the Lead Arrangers (with one additional counsel if there is a conflict between or among the Administrative Agent and the Lead Arrangers in the opinion of counsel) shall be payable or reimbursable under the preceding provisions of this sentence, together with reasonable fees and expenses of special and local counsel, in each case reasonably retained by the Lead Arrangers jointly)) in connection with (A) the preparation, negotiation and execution of the Loan Documents; (B) the syndication and funding of the Advances and the issuance of any Letters of Credit; (C) the creation, perfection or protection of the liens under the Loan Documents (including all search, filing and recording fees); and (D) the on-going administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto) (provided that the Lead Arrangers shall not in their capacities as such be entitled to any such payments or reimbursements pursuant to this subclause (D)), and (ii) to pay or reimburse the BankAdministrative Agent and each of the Lender Parties for all documented out-of-pocket costs and expenses, which shall also include including reasonable attorneys’ fees and time charges of attorneys who may be employees of expenses, incurred by the Bank Administrative Agent or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable Lender Parties in connection with this Agreement (A) the enforcement of the Loan Documents; (B) any refinancing or restructuring of the Facilities in the nature of a “work-out” or any insolvency or bankruptcy proceeding; and (C) any legal proceeding relating to or arising out of the Facilities or the other transactions contemplated by the Loan Documents, whether or not the transaction contemplated hereby . All amounts due under this Section 10.04(a) shall be consummatedpayable within ten Business Days after demand therefor. In furtherance The agreements in this Section shall survive the termination of the foregoingCommitments, the termination or expiration of all Letters of Credit and repayment, satisfaction or discharge of all other Obligations under the Loan Documents. (b) Each Borrower shall pay jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each Lender Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all stamp losses, claims, damages, liabilities and other taxesrelated expenses (including, UCC search feeswithout limitation, filing the reasonable and documented fees and disbursements of outside counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other costs and expenses Loan Party arising out of, in connection with with, or as a result of (i) the execution and or delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunderDocument or any agreement or instrument contemplated hereby or thereby, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to performance by the parties hereto of their respective obligations hereunder or resulting from any delay in paying thereunder or omission to pay such costs and expenses. That portion the consummation of the Obligations consisting transactions contemplated hereby or thereby, or, in the case of coststhe Administrative Agent (and any sub-agent thereof) and its Related Parties only, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to administration of this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or and the other Loan Documents, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to represent honor a demand for payment under any Letter of Credit if the Bank documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any litigation, contest, dispute, suit actual or proceeding alleged presence or to commence, defend, release of Hazardous Materials on or intervene from any property owned or to take operated by any other action in Borrower or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrowerof its Subsidiaries, or any other Person) in any way or respect Environmental Action relating to this Agreement, the other Loan Documents any Borrower or the Borrower’s business or affairsany of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to enforce any rights of the Bank against the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Person Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that may such indemnity shall not, as to any Indemnitee, be obligated available to the Bank extent that such losses, claims, damages, liabilities or related expenses are determined by virtue a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person or whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Borrower or any of their respective Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation, any loss of profits, business or anticipated savings). Notwithstanding any other provision of this Agreement Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender Party, the termination of the Commitments, the termination or expiration of all Letters of Credit and the repayment, satisfaction or discharge of all the other Obligations under the Loan Documents; . (c) To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) takes of this Section 10.04 to be paid by them to the Administrative Agent (or any action sub-agent thereof) any Related Party thereof, each Lender severally agrees to protectpay to the Administrative Agent (or any such sub-agent) or such Related Party, collectas the case may be, sellsuch Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, liquidateprovided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or otherwise dispose of against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Collateral; and/or Lenders under this subsection (c) attempts are subject to the provisions of Section 2.14. (d) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or enforces any for the account of a Lender Party other than on the last day of the Bank’s rights Interest Period for such Advance, as a result of a payment or remedies under Conversion pursuant to Section 2.07, 2.10(b)(i) or 2.11(d), acceleration of the Agreement maturity of the Advances pursuant to Section 6.01 or the for any other Loan Documentsreason, or if any Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.05, 2.07 or 6.01 or otherwise, the Borrowers shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs and or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the Bank in any manner or way with respect to the foregoing, shall be part reason of the Obligations, payable liquidation or reemployment of deposits or other funds acquired by the Borrower any Lender Party to the Bank on demandfund or maintain such Advance.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Administrative Agent and the Lead Arrangers for all reasonable costs, fees and documented out-of-pocket costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationsuch Persons (including, preparationwithout limitation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges expenses (it being agreed that reasonable fees and expenses of not more than one counsel for the Administrative Agent and all of the Lead Arrangers (with one additional counsel if there is a conflict between or among the Administrative Agent and the Lead Arrangers in the opinion of counsel) shall be payable or reimbursable under the preceding provisions of this sentence, together with reasonable fees and expenses of special and local counsel, in each case reasonably retained by the Lead Arrangers jointly)) in connection with (A) the preparation, negotiation and execution of the Loan Documents; (B) the syndication and funding of the Advances; (C) the creation, perfection or protection of the liens under the Loan Documents (including all search, filing and recording fees); and (D) the on-going administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto) (provided that the Lead Arrangers shall not in their capacities as such be entitled to any such payments or reimbursements pursuant to this subclause (D)), and (ii) to pay or reimburse the BankAdministrative Agent and each of the Lenders for all documented out-of-pocket costs and expenses, which shall also include including reasonable attorneys’ fees and time charges of attorneys who may be employees of expenses, incurred by the Bank Administrative Agent or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable Lenders in connection with this Agreement (A) the enforcement of the Loan Documents; (B) any refinancing or restructuring of the Term Facility in the nature of a “work-out” or any insolvency or bankruptcy proceeding; and (C) any legal proceeding relating to or arising out of the Term Facility or the other transactions contemplated by the Loan Documents, whether or not the transaction contemplated hereby . All amounts due under this Section 9.04(a) shall be consummatedpayable within ten Business Days after demand therefor. In furtherance The agreements in this Section shall survive the termination of the foregoing, Commitments and repayment of all other Obligations under the Loan Documents. (b) The Borrower shall pay indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all stamp losses, claims, damages, liabilities and other taxesrelated expenses (including, UCC search feeswithout limitation, filing the reasonable and documented fees and disbursements of outside counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other costs and expenses Loan Party arising out of, in connection with with, or as a result of (i) the execution and or delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunderDocument or any agreement or instrument contemplated hereby or thereby, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to performance by the parties hereto of their respective obligations hereunder or resulting from any delay in paying thereunder or omission to pay such costs and expenses. That portion the consummation of the Obligations consisting transactions contemplated hereby or thereby, or, in the case of coststhe Administrative Agent (and any sub-agent thereof) and its Related Parties only, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to administration of this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or and the other Loan Documents, (ii) to represent any Advance or the Bank in use or proposed use of the proceeds therefrom, (iii) any litigation, contest, dispute, suit actual or proceeding alleged presence or to commence, defend, release of Hazardous Materials on or intervene from any property owned or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted operated by the Bank, the BorrowerBorrower or any of its Subsidiaries, or any other Person) in any way or respect Environmental Action relating to this Agreement, the other Loan Documents Borrower or the Borrower’s business or affairsany of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to enforce any rights of the Bank against foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Person Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that may such indemnity shall not, as to any Indemnitee, be obligated available to the Bank extent that such losses, claims, damages, liabilities or related expenses are determined by virtue a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person or whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or any of its Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation, any loss of profits, business or anticipated savings). Notwithstanding any other provision of this Agreement Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations under the Loan Documents; . (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) takes of this Section 9.04 to be paid by it to the Administrative Agent (or any action sub-agent thereof) any Related Party thereof, each Lender severally agrees to protectpay to the Administrative Agent (or any such sub-agent) or such Related Party, collectas the case may be, sellsuch Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, liquidateprovided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or otherwise dispose of against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Collateral; and/or Lenders under this subsection (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect are subject to the foregoingprovisions of Section 2.12. (d) If any payment of principal of, shall be part of the Obligationsor Conversion of, payable any Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.05, 2.08(b)(i) or 2.09(d), acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.03, 2.05 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower Borrowers or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Loan Parties shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunderLender Expenses, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expensesLender Expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Loan Parties to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Loan Parties to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrowerany Loan Party, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower any Loan Party or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the reasonable actual out of pocket costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Loan Parties to the Bank Lender on demand. The provisions of this Section shall survive the satisfaction and payment of the other Obligations and the termination of the Revolving Loan Commitment and/or this Agreement.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes (other than taxes based upon the income of the Bank) payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note the Notes and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees agree to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower Borrowers or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Revolving Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. (a) The Borrower shall bear sole responsibility for and promptly pay or reimburse cause to be paid all costs and expenses relating to the Bank performance by the Borrower of its Obligations or the delivery to the Lender of any Documents or other items or information under or in connection with any of the Loan Documents, and any Taxes (other than income taxes of the Lender), costs, expenses, fees or charges payable or determined to be payable in connection with the preparation, execution, delivery, filing or recording of, or otherwise with respect to, any Loan Document or any other Document delivered under or in connection with any Loan Document. (b) Upon execution of this Agreement, the Borrower shall pay a Loan Fee to the Lender in the amount of $80,000.00 and an additional $80,000.00 on the anniversary of the date of the execution of this Agreement. (c) Each Unit Budget shall include an allocation for an administration fee to compensate Lender for time expended to monitor the Loan and for legal fees incurred in connection with loan documentation for such Unit. (d) Borrower shall also pay to the Lender on demand all reasonable costs, fees expenses and expenses incurred by charges of the Bank or for which the Bank becomes obligated Lender in connection with the approval of the Loan by the Lender and the negotiation, preparation, consummationexecution, collection delivery, administration, supplementation, modification, amendment, waiver and enforcement of, and any other action taken by the Lender under or otherwise to protect its rights and interests in respect of, any Loan Document, and any litigation, dispute, action or other proceeding (including bankruptcy proceedings) relating thereto, including recording fees, filing fees, search fees, reconveyance fees, title insurance premiums, appraisal, engineering, inspection and consulting fees, the reasonable fees and disbursements of the Obligations or enforcement of this AgreementLender's legal counsel and other out-of-pocket expenses, the reasonable charges of the Lender's internal legal counsel, and any fees or other charges of the Lender for appraisals or inspections or for review of appraisals, budgets, plans and specifications or other matters relating to the Project or the Collateral. (e) Any amount payable to the Lender under any of the Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, amount payable under this Section 6.12) which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are is not paid on or prior to the date hereof when due shall, from and after such date, bear interest at the Alternate Rate until paid. Such interest shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs Lender immediately and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on without demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agents, and the Joint Lead Arrangers for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility and the Term Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated therewith); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility, Term Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance and collateral review charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 9.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees of one primary counsel for the Indemnitees as a whole and, if reasonably required, local or specialist counsel; provided that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateral; and/or foregoing, whether based on contract, tort or any other theory (cincluding any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) attempts to or enforces and regardless of whether any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to Indemnitee is a party thereto (all the foregoing, shall be part collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the Obligationsnegligence of the Indemnitee; provided that such indemnity shall not, payable as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (A) the gross negligence or willful misconduct of such Indemnitee, (B) a material breach of any such Indemnitee’s obligations under the Loan Documents or (C) from any proceeding between or among Indemnitees that does not involve an act or omission by the Borrower or the Restricted Subsidiaries (other than claims against any Agent or any arranger in its capacity or in fulfilling its role as an Agent or an arranger or any similar role hereunder (excluding its role as a Lender). No Loan Party shall be liable for any settlement entered into by any Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that such exception shall not apply in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense or if there is a final, non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, each Loan Party shall (subject to the Bank exceptions set forth above) indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the above. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on demandany theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower Borrowers or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxesOther Taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees agree to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Borrowers or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank each Lender for all reasonable costs, fees and expenses incurred by the Bank such Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank any Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank such Lender on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) Person in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. (a) The Borrower shall pay or reimburse the Bank Lender for the following: all reasonable costs, fees fees, and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations Obligations, or enforcement of this Agreementagreement, the other Loan Documents Documents, and all other documents provided for herein in this agreement or delivered or to be delivered hereunder under this agreement or in connection herewith (including any amendment, supplement supplement, or waiver to any Loan Document), or during any workout, restructuring restructuring, or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expensesLender; and all taxes payable in connection with this Agreement agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be is consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees taxes and other costs and expenses in connection with the execution and delivery of this Agreementagreement, any Note Revolving Note, and the other Loan Documents to be delivered hereunderunder this agreement, and agrees to shall save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any such costs and expenses. . (b) That portion of the Obligations consisting of costs, expenses expenses, or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement agreement or the other Loan Documents which are not paid on or prior to the date hereof shall of this agreement will be payable by the Borrower to the Bank Lender on demand. If . (c) The costs and expenses incurred by the Lender in any manner or way with respect to the following will be part of the Obligations, payable by the Borrower to the Lender on demand: (1) if at any time or times hereafter the Bank: (a) Lender employs counsel for advice or other representation (iA) with respect to this Agreement agreement or the other Loan Documents, ; (iiB) to represent the Bank Lender in any litigation, contest, dispute, suit suit, or proceeding or to commence, defend, or intervene intervene, or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreementagreement, the other Loan Documents Documents, or the Borrower’s business or affairs, ; or (iiiC) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement agreement or the other Loan Documents; or (b2) takes if at any action to protect, collect, sell, liquidate, time or otherwise dispose of any of times hereafter the Collateral; and/or (c) Lender attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agent and each Lead Arranger for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated with insurance reviews, collateral audits, field exams, collateral valuations and collateral reviews); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note the Notes and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lenders (up to $34,000) for all reasonable costs, fees and expenses incurred by the Bank Lenders, or for which the Bank becomes obligated Lenders become obligated, in connection with the negotiationwith, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents any and all stamp and other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses (including reasonable attorneys fees) in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expensesDocuments. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lenders pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lenders within five (5) Business Days of notice thereof or at the Lenders’ option, on demandnotice to the Borrowers, be rolled into and added to the principal amount of the Loan and Note. If In addition, if at any time or times hereafter the BankLenders: (a) employs employ counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lenders in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLenders, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iiiii) to enforce any rights of the Bank Lenders against the Borrower or any other Person that may be obligated to the Bank Lenders by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Lenders’ rights or remedies under the this Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lenders in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lenders on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with with, (a) the negotiation, preparation, consummation, collection of the Obligations or enforcement preparation and consummation of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or ; (b) during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; (c) any and all stamp and other taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunderDocuments, and agrees to save and hold (d) all inspections or audits by the Bank harmless from and against any and all liabilities with respect (or by the Bank’s agents), provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or resulting from any delay in paying or omission to pay such costs and expensesaudits more frequently than once each fiscal year. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demandwithin ten (10) Business Days of notice thereof. If In addition, if at any time or times hereafter the Bank: (ax) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the a Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable actual out-of-pocket costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documentsexpense, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and all title, survey, appraisal, and environmental fees, costs and expenses, and other reasonable out-of-pocket fees, costs and expenses incurred by the Bank in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; and/or (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Term Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Promissory Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Borrowers or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank on demand.

Costs, Fees and Expenses. The (a) Each Borrower shall agrees (i) to pay or reimburse the Bank Administrative Agents and the Lead Arrangers for all reasonable costs, fees and documented out-of-pocket costs and expenses incurred by the Bank or for which the Bank becomes obligated such Persons (including, without limitation, third-party appraisal costs, per diem costs and other charges of field examiners and other employees in connection with matters relating to the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents Collateral and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges expenses (it being agreed that reasonable fees and expenses of not more than one counsel for the Administrative Agents and all of the Lead Arrangers (with one additional counsel if there is a conflict between or among the Administrative Agent and the Lead Arrangers in the opinion of counsel) shall be payable or reimbursable under the preceding provisions of this sentence, together with reasonable fees and expenses of special and local counsel, in each case reasonably retained by the Lead Arrangers jointly)) in connection with (A) the preparation, negotiation and execution of the Loan Documents; (B) the syndication and funding of the Advances and the issuance of any Letters of Credit; (C) the creation, perfection or protection of the liens under the Loan Documents (including all search, filing and recording fees); and (D) the on-going administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto) (provided that the Lead Arrangers shall not in their capacities as such be entitled to any such payments or reimbursements pursuant to this subclause (D)), and (ii) to pay or reimburse the BankAdministrative Agents and each of the Lender Parties for all documented out-of-pocket costs and expenses, which shall also include including reasonable attorneys’ fees and time charges of attorneys who may be employees of expenses, incurred by the Bank Administrative Agents or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable Lender Parties in connection with this Agreement (A) the enforcement of the Loan Documents; (B) any refinancing or restructuring of the Facilities in the nature of a “work-out” or any insolvency or bankruptcy proceeding; and (C) any legal proceeding relating to or arising out of the Facilities or the other transactions contemplated by the Loan Documents, whether or not the transaction contemplated hereby . All amounts due under this Section 10.04(a) shall be consummatedpayable within ten Business Days after demand therefor. In furtherance The agreements in this Section and Sections 2.11 and 2.13 shall survive the termination of the foregoingCommitments, the termination or expiration of all Letters of Credit and repayment, satisfaction or discharge of all other Obligations under the Loan Documents. 152 Chemtura (Revolving Facility) Credit Agreement (b) Each Borrower shall pay jointly and severally indemnify the Administrative Agents (and any sub-agent thereof), each Lender Party and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all stamp losses, claims, damages, liabilities and other taxesrelated expenses (including, UCC search feeswithout limitation, filing the reasonable and documented fees and disbursements of outside counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other costs and expenses Loan Party arising out of, in connection with with, or as a result of (i) the execution and or delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunderDocument or any agreement or instrument contemplated hereby or thereby, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to performance by the parties hereto of their respective obligations hereunder or resulting from any delay in paying thereunder or omission to pay such costs and expenses. That portion the consummation of the Obligations consisting transactions contemplated hereby or thereby, or, in the case of costsany Administrative Agent (and any sub-agent thereof) and its Related Parties only, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to administration of this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or and the other Loan Documents, (ii) any Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to represent honor a demand for payment under any Letter of Credit if the Bank documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any litigation, contest, dispute, suit actual or proceeding alleged presence or to commence, defend, release of Hazardous Materials on or intervene from any property owned or to take operated by any other action in Borrower or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrowerof its Subsidiaries, or any other Person) in any way or respect Environmental Action relating to this Agreement, the other Loan Documents any Borrower or the Borrower’s business or affairsany of its Subsidiaries, or (iiiiv) any actual or prospective claim, litigation, investigation or proceeding relating to enforce any rights of the Bank against the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Person Loan Party or any of the Borrowers’ or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that may (x) such indemnity shall not, as to any Indemnitee, be obligated available to the Bank extent that such losses, claims, damages, liabilities or related expenses are determined by virtue a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, security holders or creditors, an Indemnitee or any other Person or whether or not an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Borrower or any of their respective Affiliates or to its or their respective security holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including without limitation, any loss of profits, business or anticipated savings). Notwithstanding any other provision of this Agreement Agreement, no Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent such damages are determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of any Administrative Agent, the replacement of any Lender Party, the termination of the Commitments, the termination or expiration of all Letters of Credit and the repayment, satisfaction or discharge of all the other Obligations under the Loan Documents; . This Section 10.04(b) shall not apply with respect to Taxes, other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 153 Chemtura (Revolving Facility) Credit Agreement (c) To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) takes of this Section 10.04 to be paid by them to any action Administrative Agent under any Revolving Credit Facility (or any sub-agent thereof) any Related Party thereof, each Lender under such Revolving Credit Facility severally agrees to protectpay to such Administrative Agent (or any such sub-agent) or such Related Party, collectas the case may be, sellsuch Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, liquidateprovided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent (or any such sub-agent) in its capacity as such, or otherwise dispose of against any Related Party thereof acting for such Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Collateral; and/or Lenders under this subsection (c) attempts are subject to the provisions of Section 2.14. (d) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by any Borrower to or enforces any for the account of a Lender Party other than on the last day of the Bank’s rights Interest Period for such Advance, as a result of a payment or remedies under Conversion pursuant to Section 2.07, 2.10(b)(i) or 2.11(d), acceleration of the Agreement maturity of the Advances pursuant to Section 6.01 or the for any other Loan Documentsreason, or if any Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.05, 2.07 or 6.01 or otherwise, the Borrowers shall, upon demand by such Lender (with a copy of such demand to the applicable Administrative Agent), pay to such Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs and or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by the Bank in any manner or way with respect to the foregoing, shall be part reason of the Obligations, payable liquidation or reemployment of deposits or other funds acquired by the Borrower any Lender Party to the Bank on demandfund or maintain such Advance.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Initial Lenders for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Initial Lenders) and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), and the consummation and administration of the foregoingtransactions contemplated hereby and thereby (including the monitoring of, and participation in, all aspects of the Borrower shall pay any and Cases), including all stamp and other taxes, UCC search fees, filing fees expenses and other disbursements of one joint outside counsel for the Administrative Agent and the Initial Lenders, and (ii) to pay or reimburse the Initial Lenders (including, without limitation, CNAI in its capacity as Administrative Agent) for all reasonable costs and expenses incurred in connection with (A) the execution ongoing maintenance and delivery monitoring of this AgreementAvailability and (B) enforcement, attempted enforcement, or preservation of any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to rights or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to remedies under this Agreement or the other Loan Documents which are not paid on (including all such costs and expenses incurred during any "workout" or prior to restructuring in respect of the date hereof Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees, expenses and disbursements of outside counsel for the Initial Lenders (including, without limitation, CNAI in its capacity as Administrative Agent). The foregoing fees, costs and expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial Lenders. All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the "Indemnitees") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the Bank on demand. If at preparation of any time defense with respect thereto arising out of or times hereafter the Bank: (a) employs counsel for advice or other representation in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Administrative Agent (and, to the extent mutually agreed upon by the Borrower and the Administrative Agent, the Lenders) for all reasonable costsreasonable, fees documented and out-of-pocket costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), and the consummation and administration of the foregoingtransactions contemplated hereby and thereby (including the monitoring of, and participation in, all aspects of the Borrower shall pay any and Cases), including all stamp and other taxes, UCC search fees, filing reasonable fees and other expenses of outside counsel for the Administrative Agent and the reasonable fees and expenses of one outside counsel for all Lenders as a group, (ii) to pay or reimburse the Lenders (including, without limitation, Citibank in its capacity as Administrative Agent) for all documented out-of-pocket costs and expenses incurred in connection with the execution ongoing maintenance and delivery monitoring of this AgreementAvailability and enforcement, attempted enforcement, or preservation of any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to rights or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to remedies under this Agreement or the other Loan Documents which are not paid on (including all such costs and expenses incurred during any “workout” or prior to restructuring in respect of the date hereof Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees and expenses of counsel for the Lenders (including, without limitation, Citibank in its capacity as Administrative Agent). The foregoing fees, costs and expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial Lenders. All amounts due under this Section 10.04(a) shall be payable by within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent, each Agent’s Related Parties, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable and documented fees and expenses of outside counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the Bank on demand. If at preparation of any time defense with respect thereto arising out of or times hereafter the Bank: (a) employs counsel for advice or other representation in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable and documented costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable and documented consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus reasonable and documented costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such reasonable and documented costs and expenses. That portion of the Obligations consisting of reasonable and documented costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the reasonable and documented costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agents, and the Joint Lead Arrangers for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility and each Term Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated therewith); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility, any Term Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance and collateral review charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 9.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees of one primary counsel for the Indemnitees as a whole and, if reasonably required, local or specialist counsel; provided that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (A) the gross negligence or willful misconduct of such Indemnitee, (B) a material breach of any such Indemnitee’s obligations under the Loan Documents or (C) from any proceeding between or among Indemnitees that does not involve an act or omission by the Borrower or the Restricted Subsidiaries (other than claims against any Agent or any arranger in its capacity or in fulfilling its role as an Agent or an arranger or any similar role hereunder (excluding its role as a Lender). No Loan Party shall be liable for any settlement entered into by any Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that such exception shall not apply in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense or if there is a final, non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, each Loan Party shall (subject to the exceptions set forth above) indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the above. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. This Section 9.04(c) and Sections 2.10 and 2.12 shall survive termination of the Commitments and the payment of all other Obligations.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Initial Lenders for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Initial Lenders) and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), and the consummation and administration of the foregoingtransactions contemplated hereby and thereby (including the monitoring of, and participation in, all aspects of the Borrower shall pay any and Cases), including all stamp and other taxes, UCC search fees, filing fees expenses and other disbursements of one joint outside counsel for the Administrative Agent and the Initial Lenders, and (ii) to pay or reimburse the Initial Lenders (including, without limitation, CNAI in its capacity as Administrative Agent) for all reasonable costs and expenses incurred in connection with (A) the execution ongoing maintenance and delivery monitoring of this AgreementAvailability and (B) enforcement, attempted enforcement, or preservation of any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to rights or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to remedies under this Agreement or the other Loan Documents which are not paid on (including all such costs and expenses incurred during any “workout” or prior to restructuring in respect of the date hereof Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees, expenses and disbursements of outside counsel for the Initial Lenders (including, without limitation, CNAI in its capacity as Administrative Agent). The foregoing fees, costs and expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial Lenders. All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the Bank on demand. If at preparation of any time defense with respect thereto arising out of or times hereafter the Bank: (a) employs counsel for advice or other representation in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower Authority shall pay or reimburse cause to be paid, promptly and in any event within thirty (30) days after the Bank for same shall become due and payable (but without duplication of any other amount payable pursuant to any Operative Document), all reasonable costs, fees and expenses (other than those that constitute Transaction Costs) of the Owner Participant, the Holders, the Trust, the Trust Company, the Payment Xxxxxxxxxx, xxx Equity Payment Xxxxxxxxxx, xxx LC Issuer and the Strip Surety Provider reasonably incurred by the Bank or for which the Bank becomes obligated them in connection with the negotiationAuthority’s compliance with the provisions of this Section 21 (including any reasonable fees, preparationexpenses and disbursements of counsel incurred by any of such Persons in connection therewith, consummationbut excluding (unless consented to by the Owner Participant as provided above) any payment that would be the economic equivalent of interest on the Loan Certificates or an increase in the Applicable Rate). In addition, collection if the Authority provides Acceptable Substitute Credit Protection in accordance with Section 21(b), and the Loan Certificates shall at any time thereafter be prepaid pursuant to Section 2.10 of the Obligations Loan Agreement or enforcement purchased by the Owner Participant or its designee pursuant to Section 4.07 of this the Loan Agreement, the other Loan Documents and all other documents provided for herein or delivered or Authority shall pay to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver the Holders an amount equal to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable Make Whole Amount due in connection with such prepayment or purchase. If the Authority chooses to provide Acceptable Substitute Credit Protection, and this Agreement or results in additional Taxes to the other Loan DocumentsHolders, whether or not the transaction contemplated hereby Authority shall be consummatedresponsible for the payment of such additional Taxes. In furtherance The Holders shall furnish to the Authority a notice setting forth a brief description of the foregoingadditional Taxes and, in reasonable detail, the Borrower calculation of the amount of such additional Taxes, which notice shall pay be conclusive absent manifest error; provided that such calculation shall be made on a reasonable basis. The Holders shall endeavor to give the Authority prompt notice of any additional Taxes and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with shall use its reasonable efforts to avoid or mitigate the execution and delivery amount of this Agreement, any Note and the other Loan Documents additional Taxes to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed indemnified by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof Authority; provided that no Holder shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or obligated to take any other action steps that such Holder determines in good faith will, in its reasonable opinion, be adverse to its business or operations. Upon such notice from a Holder, the Authority shall promptly pay or reimburse such Holder for the payment of such additional Taxes in accordance with respect to any litigationthe provisions of Section 15(c). In addition, contest, dispute, suit, or proceeding (whether instituted such indemnification rights shall be governed by the Bank, the Borrower, or any other Person) provisions set forth in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demandSection 15(c).

Costs, Fees and Expenses. The Borrower shall bear sole responsibility for and promptly pay or cause to be paid all costs and expenses relating to the performance by the Borrower of its Obligations or the delivery to the Lender of any Documents or other items or information under or in connection with any of the Loan Documents, and any Taxes (other than income taxes of the Lender), costs, expenses, fees or charges payable or determined to be payable in connection with the execution, delivery, filing or recording of, or otherwise with respect to, any Loan Document or any other Document delivered under or in connection with any Loan Document. The Borrower shall pay the initial $74,391.50 installment of the Loan Fee to the Lender at or reimburse prior to the Bank for time of recordation of the Deed of Trust and shall pay the second installment of the Loan Fee in the amount of $74,391.50 to the Lender on the first anniversary date of the closing of the Loan. Such initial installment of the Loan Fee shall be disbursed by Lender to itself as a part of the initial Disbursement. The full amount of the Loan Fee is and shall be deemed fully earned as of the date hereof. Provided funds are available under the Loan within the maximum amount which may be outstanding thereunder at any one time as set forth in Section 1.01, Lender is hereby irrevocably authorized and directed to disburse such second installment of the Loan Fee to itself on the anniversary date of the closing of the Loan. In the event there are not funds available under the Loan within the maximum amount which may be outstanding thereunder at any one time sufficient to satisfy the obligation of Borrower relative to the payment of the second installment of the Loan Fee as aforesaid, Borrower shall pay such second installment of the Loan Fee from its funds other than the Loan. Borrower shall pay to the Lender on demand all reasonable costs, fees expenses and expenses incurred by charges of the Bank or for which the Bank becomes obligated Lender in connection with the approval of the Loan by the Lender and the negotiation, preparation, consummationexecution, collection delivery, administration, supplement, modification, amendment, waiver and enforcement of, and any other action taken by the Lender under or otherwise to protect its rights and interests in respect of, any Loan Document, and any litigation, dispute, action or other proceeding (including bankruptcy proceedings) relating thereto, including recording fees, filing fees, search fees, reconveyance fees, title insurance premiums, appraisal, engineering, inspection and consulting fees, the reasonable fees and disbursements of the Obligations Lender's legal counsel and other out-of-pocket expenses, and any fees or enforcement other charges of this Agreementthe Lender for appraisals or inspections or for review of appraisals, budgets, plans and specifications or other matters relating to the other Project or the Collateral. Any amount payable to the Lender under any of the Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, amount payable under this Section 4.12) which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are is not paid on or prior to the date hereof when due shall, from and after such date, bear interest at the Alternate Rate until paid. Such interest shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs Lender immediately and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on without demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter after the Bank: date of this Amended and Restated Note, the Bank (a) employs counsel for advice or other representation (i) with respect to any one or more of this Agreement Amended and Restated Note, the Loan Agreement, the Reimbursement Agreement, the Letter of Credit, Mortgages or any Additional Collateral Documents and/or any guaranty or guarantees, or the other Loan Documentsadministration hereof, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, defend or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, suit or proceeding (whether instituted by the Bank, the Borrower, Maker or any other Personperson or entity) in any way or respect relating to any one or more of this Amended and Restated Note, the Loan Agreement, the other Loan Reimbursement Agreement, the Letter of Credit, Mortgages, or any of them, or any Additional Collateral Documents and/or any guaranty or the Borrower’s business or affairsguarantees, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan DocumentsMaker; (b) takes any action with respect to the administration of any one or more of this Amended and Restated Note, the Loan Agreement, the Reimbursement Agreement, the Letter of Credit, any one or more of the Mortgages or any of the Additional Collateral Documents and/or any guaranty or guarantees, or to protect, collect, sell, liquidate, liquidate or otherwise dispose of any collateral securing the obligations of the Collateralundersigned hereunder; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under against Maker, then the Agreement or the other Loan Documentscosts, the costs fees and expenses (including, without limitation, attorneys' fees) incurred by the Bank in any manner or way with respect to any of the foregoing, foregoing shall be part of the Obligationsobligations of Maker hereunder, payable by the Borrower Maker to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Administrative Agent and the Lenders for all reasonable and documented costs, fees and expenses incurred by the Bank Administrative Agent or the Lenders or for which the Bank becomes Administrative Agent or the Lenders become obligated in connection with the negotiation, preparationpreparation or consummation of this Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, consummationsupplement or waiver to any Loan Document), and shall pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented costs, fees and expenses incurred by the Administrative Agent or the Lenders or for which the Administrative Agent or the Lenders become obligated in connection with the collection of the Obligations or enforcement of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable and documented consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees Administrative Agent and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLenders, plus reasonable out-of-pocket costs and expenses of such attorneys or of the BankAdministrative Agent and the Lenders; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lenders pursuant to this Agreement or the other Loan Documents which are is not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lenders on demand. If at any time or times hereafter the BankLenders: (a) employs employ counsel for advice or other representation (i) with respect to this Agreement or the other Loan DocumentsDocument following the occurrence and continuation of an Event of Default, (ii) to represent the Bank Lenders in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLenders, the Borrowera Credit Party, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lenders against the Borrower Credit Parties or any other Person that may be obligated to the Bank Lenders by virtue of this Agreement or the other Loan Documents; (b) takes take any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts attempt to enforce or enforces enforce any of the Bank’s Lenders’ rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lenders in any manner or way with respect to the foregoing, shall shall, to the extent otherwise payable in accordance with this Agreement or the Loan Documents, be part of the Obligations, payable by the Borrower to the Bank Lenders on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Xxxxxx becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the Bank: Lender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankXxxxxx, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Obligors shall pay or reimburse the Bank Lender for all reasonable out-of-pocket costs (including travel costs), fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations Obligations, or enforcement 70352.000002 EMF_US 26692578v13 of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement supplement, or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the BankLender (provided, which shall also include however, that if the Lender has assigned any but less than all of its rights pursuant to Section 13.6 and there is then more than one lender, including the Lender, in respect to the Term Loan, the aforementioned attorneys’ ' fees and time charges of attorneys who may counsel to the Lender payable or reimbursable by the Obligors shall be employees limited to those of a single set of counsel to all such lenders, except to the Bank or extent that there exists any Affiliate conflict of the Bankinterest, plus costs and expenses then to those of such attorneys or only one set of the Bank; search fees, costs and expensesconflicts counsel); and all taxes Non-Excluded Taxes and Other Taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Obligors shall pay any and all stamp and other such taxes, UCC search fees, filing fees and other costs and expenses incurred after the Closing Date in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunderDocuments, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Obligors to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Obligors to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene intervene, or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerObligors, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Obligors' business or affairs, or (iiiii) to enforce any rights of the Bank Lender against the Borrower Obligors or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Lender's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Obligors to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Agent for all reasonable costs, fees and expenses incurred by the Bank Agent or for which the Bank Agent becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankAgent, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Agent or any Affiliate of the BankAgent, plus costs and expenses of such attorneys or of the BankAgent; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note the Subordinated Notes and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Agent pursuant to this Agreement or the other Loan Documents which are is not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Agent on demand. If at any time or times hereafter the BankAgent: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Agent in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankAgent, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Agent against the Borrower Borrowers or any other Person that may be obligated to the Bank Agent by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to enforce or enforces any of the BankAgent’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Agent in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Agent on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Borrowers to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower Borrowers or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Borrowers to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank each Lender for all reasonable costs, fees and expenses incurred by the Bank any Lender or for which the Bank any Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bankeach Lender, which shall also include reasonable attorneys’ fees and time charges of attorneys who may be employees of the Bank any Lender or any Affiliate of the Bankany Lender, plus reasonable costs and expenses of such attorneys or of the Bank; search feesany Lender, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not if the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank each Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank applicable Lender on demand. If at any time or times hereafter the Bankany Lender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank any Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Banka Lender, the Borrower, or any other Personparty) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank any Lender against the Borrower or any other Person party that may be obligated to the Bank any Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of Collateral for the CollateralObligations as permitted pursuant to this Agreement or by applicable law; and/or (c) attempts to or enforces any of the Bankany Lender’s rights or remedies under the this Agreement or the other Loan Documents, the reasonable costs and expenses incurred by the Bank any Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank applicable Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable actual out of pocket costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, administration, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, title, survey and filing fees fees, a UCC policy of insurance issued by a title insurance company acceptable to Lender and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the reasonable actual out of pocket costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Agreement, the Borrower shall not be obligated or required to make any payment pursuant to this Section for any breach by the Lender of this Agreement or any of the other Loan Documents.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agent, and the Joint Lead Arrangers for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility and each Term Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated therewith); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility, any Term Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance and collateral review charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 9.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees of one primary counsel for the Indemnitees as a whole and, if reasonably required, local or specialist counsel; provided that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) any Commitment, Advance or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to represent honor a demand for payment under a Letter of Credit if the Bank documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any other Loan Party, or any liability related in any way to any Borrower or any other Loan Party in respect of Environmental Laws, or (iv) any actual or prospective claim, litigation, contest, dispute, suit investigation or proceeding relating to any of the foregoing, whether based on contract, tort or to commenceany other theory (including any investigation of, defendpreparation for, or intervene defense of any pending or to take threatened claim, investigation, litigation or proceeding) and regardless of whether any other action Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or with respect not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any litigationIndemnitee, contestbe available to the extent that such claim, disputedamage, suitloss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from (A) the gross negligence or willful misconduct of such Indemnitee, (B) a material breach of any such Indemnitee’s obligations under the Loan Documents or (C) from any proceeding between or among Indemnitees that does not involve an act or omission by the Borrowers or the Restricted Subsidiaries (other than claims against any Agent or any arranger in its capacity or in fulfilling its role as an Agent or an arranger or any similar role hereunder (excluding its role as a Lender). No Loan Party shall be liable for any settlement entered into by any Indemnitee without Dana’s written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided that such exception shall not apply in the event Xxxx was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense or if there is a final, non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such proceeding, each Loan Party shall (subject to the exceptions set forth above) indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with the above. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding (whether instituted is brought by Xxxx or any of its Subsidiaries, any security holders or creditors of the Bank, the Borrower, foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to Xxxx or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any way Indemnitee be liable to Xxxx or respect relating any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to Xxxx or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the other Loan Documents or replacement of any Lender, the Borrower’s business or affairs, or (iii) to enforce any rights termination of the Bank against Commitments and the Borrower repayment, satisfaction or any other Person that may be obligated to the Bank by virtue discharge of this Agreement or all the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or Obligations. (c) attempts If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by a Borrower to or enforces any for the account of a Lender Party other than on the last day of the Bank’s rights Interest Period for such Advance, as a result of a payment or remedies under Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the Agreement maturity of the Notes pursuant to Section 6.01 or the for any other Loan Documentsreason, or if a Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Applicable Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs and or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by the Bank in any manner or way with respect to the foregoing, shall be part reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance. This Section 9.04(c) and Sections 2.10 and 2.12 shall survive termination of the Commitments and the payment of all other Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. (a) The Borrower shall pay or reimburse the Bank Lender for the following: all reasonable costs, fees fees, and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations ,or enforcement of this Agreementagreement, the other Loan Documents Documents, and all other documents provided for herein in this agreement or delivered or to be delivered hereunder under this agreement or in connection herewith (including any amendment, supplement supplement, or waiver to any Loan Document), or during any workout, restructuring restructuring, or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expensesLender; and all taxes payable in connection with this Agreement agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be is consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees taxes and other costs and expenses in connection with the execution and delivery of this Agreementagreement, any Note Revolving Note, and the other Loan Documents to be delivered hereunderunder this agreement, and agrees to shall save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any such costs and expenses. . (b) That portion of the Obligations consisting of costs, expenses expenses, or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement agreement or the other Loan Documents which are not paid on or prior to the date hereof shall of this agreement will be payable by the Borrower to the Bank Lender on demand. If . (c) The costs and expenses incurred by the Lender in any manner or way with respect to the following will be part of the Obligations, payable by the Borrower to the Lender on demand: (1) if at any time or times hereafter the Bank: (a) Lender employs counsel for advice or other representation (iA) with respect to this Agreement agreement or the other Loan Documents, ; (iiB) to represent the Bank Lender in any litigation, contest, dispute, suit suit, or proceeding or to commence, defend, or intervene intervene, or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreementagreement, the other Loan Documents Documents, or the Borrower’s business or affairs, ; or (iiiC) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement agreement or the other Loan Documents; or (b2) takes if at any action to protect, collect, sell, liquidate, time or otherwise dispose of any of times hereafter the Collateral; and/or (c) Lender attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agent and each Lead Arranger for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Term Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated with insurance reviews, collateral audits, field exams, collateral valuations and collateral reviews); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigation, contest, dispute, suit Commitment or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Advance or the Borrower’s business use or affairsproposed use of the proceeds therefrom, or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable actual out of pocket costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, administration, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus reasonable actual out of pocket costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Lender's rights or remedies under the Agreement or the other Loan Documents, the reasonable and actual out of pocket costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. (a) The Borrower shall pay or reimburse the Bank Lender for the following: all reasonable costs, fees fees, and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations ,or enforcement of this Agreementagreement, the other Loan Documents Documents, and all other documents provided for herein in this agreement or delivered or to be delivered hereunder under this agreement or in connection herewith (including any amendment, supplement supplement, or waiver to any Loan Document), or during any workout, restructuring restructuring, or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expensesLender; and all taxes payable in connection with this Agreement agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be is consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees taxes and other costs and expenses in connection with the execution and delivery of this Agreementagreement, any Note Revolving Note, and the other Loan Documents to be delivered hereunderunder this agreement, and agrees to shall save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay any such costs and expenses. . (b) That portion of the Obligations consisting of costs, expenses expenses, or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement agreement or the other Loan Documents which are not paid on or prior to the date hereof shall of this agreement will be payable by the Borrower to the Bank Lender on demand. If . (c) The costs and expenses incurred by the Lender in any manner or way with respect to the following will be part of the Obligations, payable by the Borrower to the Lender on demand: (1) if at any time or times hereafter the Bank: (a) Lender employs counsel for advice or other representation (ia) with respect to this Agreement agreement or the other Loan Documents, ; (iib) to represent the Bank Lender in any litigation, contest, dispute, suit suit, or proceeding or to commence, defend, or intervene intervene, or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreementagreement, the other Loan Documents Documents, or the Borrower’s business or affairs, ; or (iiic) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement agreement or the other Loan Documents; or (b2) takes if at any action to protect, collect, sell, liquidate, time or otherwise dispose of any of times hereafter the Collateral; and/or (c) Lender attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations Obligations, or enforcement of this Agreement, the other Loan Documents and all other agreements, documents or instruments provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement supplement, or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs costs, and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene intervene, or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateralassets; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, foregoing shall be part of the Obligations, Obligations and shall be payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. The Borrower Guarantor shall pay or reimburse the Bank each Lender for all reasonable costs, fees and expenses incurred by the Bank such Lender or for which the Bank such Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Guaranteed Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bankeach Lender, which shall also include reasonable attorneys’ ' fees and time charges of attorneys who may be employees of the Bank any Lender or any Affiliate of the Bankany Lender, plus reasonable costs and expenses of such attorneys or of the Bank; search feesany Lender, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not if the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Guarantor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other reasonable costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Guaranteed Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Guarantor to the Bank each Lender pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Guarantor to the Bank applicable Lender on demand. If at any time or times hereafter the Bankany Lender: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank any Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Banka Lender, the BorrowerGuarantor, or any other Personparty) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s Guarantor's business or affairs, or (iii) to enforce any rights of the Bank any Lender against the Borrower Guarantor or any other Person party that may be obligated to the Bank any Lender by virtue of this Security Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of Collateral for the CollateralGuaranteed Obligations as permitted pursuant to this Security Agreement or by applicable law; and/or (c) attempts to or enforces any of the Bank’s any Lender's rights or remedies under the this Security Agreement or the other Loan Documents, the reasonable costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Guaranteed Obligations, payable by the Borrower Guarantor to the Bank applicable Lender on demand.

Costs, Fees and Expenses. (a) The Borrower shall agrees (i) to pay or reimburse the Bank Initial Lenders for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Initial Lenders) and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), and the consummation and administration of the foregoingtransactions contemplated hereby and thereby (including the monitoring of, and participation in, all aspects of the Borrower shall pay any and Cases), including all stamp and other taxes, UCC search fees, filing fees expenses and other disbursements of one joint outside counsel for the Administrative Agent and the Initial Lenders, and (ii) to pay or reimburse the Initial Lenders (including, without limitation, CUSA in its capacity as Administrative Agent) for all costs and expenses incurred in connection with (A) the execution ongoing maintenance and delivery monitoring of this AgreementBorrowing Base Availability and (B) enforcement, attempted enforcement, or preservation of any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to rights or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to remedies under this Agreement or the other Loan Documents which are not paid on (including all such costs and expenses incurred during any “workout” or prior to restructuring in respect of the date hereof Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all fees, expenses and disbursements of outside counsel for the Initial Lenders (including, without limitation, CUSA in its capacity as Administrative Agent). The foregoing fees, costs and expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial Lenders. All amounts due under this Section 10.04(a) shall be payable by within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the Bank on demand. If at preparation of any time defense with respect thereto arising out of or times hereafter the Bank: (a) employs counsel for advice or other representation in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent any Commitment, Advance or Letter of Credit or the Bank in use or proposed use of the proceeds therefrom (including any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted refusal by the BankL/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its subsidiaries, any security holders or creditors of the foregoing, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its subsidiaries or any security holders or creditors of the foregoing for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 10.04(b) shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agent, and the Joint Lead Arrangers for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility and each Term Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated therewith); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility, any Term Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance and all collateral review charges and fees and taxes payable in connection with this Agreement or the other Loan Documentsrelated thereto, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and reasonable out-of-pocket expenses incurred by the Bank in any manner or way with respect to Agents and the foregoing, cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 9.04(a) shall be part payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank Administrative Agent, the Syndication Agent, the Collateral Agent, the Documentation Agents, and each Lead Arranger for all reasonable costs, fees costs and expenses incurred by the Bank or for which the Bank becomes obligated each such Agent in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), (b) the syndication and funding of the Revolving Credit Facility, (c) the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated with insurance reviews, collateral audits, field exams, collateral valuations and collateral reviews); provided, that, prior to the occurrence, and during the continuance, of a Default or Event of Default, reasonable attorney’s fees shall be limited to one primary counsel and, if reasonably required by any Agent, local or specialist counsel, provided further that no such limitation shall apply if counsel determines in good faith that there is a conflict of interest that requires separate representation for any party, and (ii) to pay or reimburse each Agent and each of the Lenders for all reasonable documented costs and expenses, incurred by such Agent or such Lenders and in connection with (a) the enforcement of the Loan Documents or collection of payments due from any Loan Document), Party and (b) any legal proceeding relating to or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees arising out of the Bank Revolving Credit Facility or any Affiliate of the Bank, plus costs and expenses of such attorneys or of other transactions contemplated by the Bank; search Loan Documents. The foregoing fees, costs and expenses; expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Agents and the cost of independent public accountants and other outside experts retained jointly by the Agents. All amounts due under this Section 9.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and repayment of all taxes payable in connection with this Agreement or the other Loan Documents, whether Obligations. (b) Whether or not the transaction transactions contemplated hereby are consummated, each Loan Party shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigationCommitment, contest, dispute, suit Advance or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Letter of Credit or the Borrower’s business use or affairsproposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender Party other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lxxxxx becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ ' fees and time charges of counsel to the BankLender, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedAgreement. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to 'or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLxxxxx, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsAgreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Lender's rights or remedies under the Agreement or the other Loan Documentsthis Agreement, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank Lender for all reasonable costs, fees and expenses incurred by the Bank Lender or for which the Bank Lender becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the BankLender, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank Lender or any Affiliate of the BankLender, plus costs and expenses of such attorneys or of the BankLender; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any the Revolving Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank Lender pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank Lender on demand. If at any time or times hereafter the BankLender: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankLender, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Lender against the Borrower or any other Person that may be obligated to the Bank Lender by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the BankLender’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank Lender in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank Lender on demand. Notwithstanding the foregoing, it is expressly understood and acknowledged by the Borrower and the Lender that any amounts included in Cash Consideration shall not also be due or payable pursuant to this Agreement and no amounts shall be paid in duplicate by the Borrower.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable out-of-pocket costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan DocumentsDocuments (other than any assignment or participation of this Agreement or the other Loan Documents without the Borrower’s consent), (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, Agreement or the other Loan Documents (other than relating to any participation hereof by Bank) or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Debtor shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Debtor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Debtor to the Bank pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Debtor to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerDebtor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Debtor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and reasonable expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Debtor to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall (a) Each Loan Party agrees (i) to pay or reimburse the Bank each Agent for all reasonable costs, fees costs and expenses incurred by each such Agent (including the Bank reasonable fees, disbursements and other charges of Shearman & Sterling LLP, special counsel to the Agents, and any local counsel retained by the Agents or for which the Bank becomes obligated its counsel in each applicable local jurisdiction) in connection with (a) the negotiationdevelopment, preparation, consummation, collection of the Obligations or enforcement negotiation and execution of this Agreement, Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement waiver, consent or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees other modification of the Bank or any Affiliate of the Bank, plus costs provisions hereof and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, thereof (whether or not the transaction transactions contemplated hereby shall be or thereby are consummated. In furtherance ), (b) the syndication and funding of the foregoingTerm Facility, (c) the Borrower shall creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees) and (d) the ongoing administration of the Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements thereto and costs associated with insurance reviews, collateral audits, field exams, collateral valuations and collateral reviews) and (ii) to pay any or reimburse each Agent and each of the Lenders for all stamp reasonable costs and expenses, incurred by such Agent or such Lenders (including the reasonable fees, disbursements and other taxescharges of Shearman & Sterling LLP, UCC search feesspecial counsel to the Agents, filing fees and other costs and expenses any local counsel retained by the Agents or its counsel in each applicable local jurisdiction) in connection with (a) the execution and delivery enforcement of this Agreement, any Note and the other Loan Documents or collection of payments due from any Loan Party and (b) any legal proceeding relating to or arising out of the transactions contemplated by the Loan Documents; provided that the Loan Parties shall not be delivered hereunderrequired to pay or reimburse the legal fees and expenses of more than one special counsel for the Agents (in addition to up to one local counsel in each applicable local jurisdiction) pursuant to the foregoing clause (i) unless, in the reasonable opinion of the Administrative Agent, representation of all such Agents would be inappropriate due to the existence of an actual or potential conflict of interest. All amounts due under this Section 9.04(a) shall be payable within three Business Days after demand therefor accompanied by an appropriate invoice. The agreements in this Section shall survive the termination of the Commitments and agrees to save repayment of all other Obligations. (b) Whether or not the transactions contemplated hereby are consummated, each Loan Party shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, members, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the Bank harmless “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several, and whether direct, indirect, special or consequential, that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect to thereto arising out of or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with respect to this Agreement the transactions contemplated thereby or the other Loan Documentsconsummation of the transactions contemplated thereby, (ii) to represent the Bank in any litigation, contest, dispute, suit Commitment or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents Advance or the Borrower’s business use or affairsproposed use of the proceeds therefrom, or (iii) to enforce any rights actual or alleged presence or release of the Bank against Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Person that may be obligated Loan Party, or any Liability related in any way to the Bank by virtue of this Agreement Borrower or the any other Loan Documents; (b) takes any action to protect, collect, sell, liquidateParty in respect of Environmental Laws, or otherwise dispose of (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Collateralforegoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; and/or provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable to the Borrower or any of its Subsidiaries on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). No Indemnitee shall be liable to the Borrower or any of its Subsidiaries for any damages arising from the use by others of any information or other materials obtained through an Informational Website or other similar information transmission systems in connection with this Agreement. All amounts due under this Section 9.04(b) shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations. (c) attempts to If any payment of principal of, or enforces Conversion of, any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable Eurodollar Rate Advance is made by the Borrower to or for the Bank account of a Lender other than on demandthe last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.05, 2.08(b)(i) or 2.09(d), acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.03, 2.05 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, due diligence, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including including, without limitation, reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Personparty) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person party that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of collateral for the CollateralLoans; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the this Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower shall pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or in connection with the perfection of security interests granted herein of in the other Loan Documents, or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ ' fees and attorneys’ ' fees and time charges of counsel to the Bank, which shall also include attorneys’ ' fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank and, in connection with activities undertaken by non-attorney employees of the Bank to perfect security interests granted herein or in the other Loan Documents, reasonable time charges of such employees of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the Borrower, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s 's business or affairs, or (iii) to enforce any rights of the Bank against the Borrower or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s 's rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower to the Bank on demand.

Costs, Fees and Expenses. The Borrower Borrowers shall jointly and severally pay or reimburse the Bank for all reasonable costs, fees and expenses incurred by the Bank or for which the Bank becomes obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees and attorneys’ fees and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummated. In furtherance of the foregoing, the Borrower Borrowers shall jointly and severally pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Borrowers to the Bank pursuant to this Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be jointly and severally payable by the Borrower Borrowers to the Bank on demand. If at any time or times hereafter the Bank: (a) employs counsel for advice or other representation (i) with respect to this Agreement or the other Loan Documents, (ii) to represent the Bank in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the Bank, the BorrowerBorrowers, or any other Person) in any way or respect relating to this Agreement, the other Loan Documents or the Borrower’s Borrowers’ business or affairs, or (iii) to enforce any rights of the Bank against the Borrower Borrowers or any other Person that may be obligated to the Bank by virtue of this Agreement or the other Loan Documents; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s rights or remedies under the Agreement or the other Loan Documents, the costs and expenses incurred by the Bank in any manner or way with respect to the foregoing, shall be part of the Obligations, jointly and severally payable by the Borrower Borrowers to the Bank on demand.

Costs, Fees and Expenses. The Borrower Grantor shall pay or reimburse the Bank Secured Parties for all reasonable costs, fees and expenses incurred by the Bank Secured Parties or for which the Bank becomes Secured Parties become obligated in connection with the negotiation, preparation, consummation, collection of the Obligations or enforcement of this Security Agreement, the other Loan Documents including search fees, costs and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), or during any workout, restructuring or negotiations in respect thereof, including reasonable consultants’ fees expenses and attorneys’ fees ' fees, costs and time charges of counsel to the Bank, which shall also include attorneys’ fees and time charges of attorneys who may be employees of the Bank or any Affiliate of the Bank, plus costs and expenses of such attorneys or of the Bank; search fees, costs and expenses; Secured Parties and all taxes payable in connection with this Agreement or the other Loan Documents, whether or not the transaction contemplated hereby shall be consummatedSecurity Agreement. In furtherance of the foregoing, the Borrower Grantor shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Agreement, any Note Security Agreement and the other Loan Documents to be delivered hereunder, and agrees to save and hold the Bank Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Borrower Grantor to the Bank Secured Parties pursuant to this Security Agreement or the other Loan Documents which are not paid on or prior to the date hereof shall be payable by the Borrower Grantor to the Bank Secured Parties on demand. If at any time or times hereafter the BankSecured Parties: (a) employs counsel for advice or other representation (i) with respect to this Security Agreement or the other Loan Documents, (ii) to represent the Bank Secured Parties in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding (whether instituted by the BankSecured Parties, the BorrowerGrantor, or any other Person) in any way or respect relating to this Security Agreement, the other Loan Documents or the Borrower’s business or affairs, or (iii) to enforce any rights of the Bank Secured Parties against the Borrower Grantor or any other Person that may be obligated to the Bank by virtue under of this Agreement or the other Loan DocumentsSecurity Agreement; (b) takes any action to protect, collect, sell, liquidate, or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Bank’s Secured Parties’ rights or remedies under the Agreement or the other Loan Documentsthis Security Agreement, the costs and expenses incurred by the Bank Secured Parties in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the Borrower Grantor to the Bank Secured Parties on demand.