Common use of Expenses; Attorneys’ Fees Clause in Contracts

Expenses; Attorneys’ Fees. Grantor shall upon demand pay to Trustee the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunder.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount as promptly as practicable, and in any event within 10 days of any and a delivery of an invoice, all reasonable expensesand documented out-of-pocket fees, costs and expenses incurred by or on behalf of each Agent and each Lender, regardless of whether the Transactions are consummated, including the reasonable fees, costs, client charges and expenses (including reasonable and documented out-of-pocket fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) one outside counsel and one local counsel in each relevant jurisdiction for the collection of the Obligations, Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the enforcement other Lenders taken as a whole, and, in the case of an actual or perceived conflict of interest where the Agent or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable, for such affected Agent or Lender), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Security Agreement and the other Loan Documents (including the preparation of any consentadditional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, amendmentinstruments and documents referred to in Section 7.01(f)), waiver (b) any requested amendments, waivers or other modification consents to this Security Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party under the Loan Documents, or any and all matters in connection therewith, (iiie) the custody commencement or preservation defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the sale offiling of any petition, collection fromcomplaint, answer, motion or other pleading by any Agent or any Lender, or other realization upon, the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (ivg) the exerciseprotection, protection collection, lease, sale, taking possession of or enforcement liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any Mortgaged Property of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the rights foregoing; provided, however, that the Borrower shall not have any obligation to reimburse any fees, costs and expenses under this Section 12.04 to the extent caused by the gross negligence, bad faith or willful misconduct of Trustee any Agent or any Lender (or, in each case, any of its Related Parties), as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing or any other secured party hereunderprovision of any Loan Document, (v) the failure Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by Grantor to perform or observe any this Agreement and the other Loan Documents. The obligations of the provisions hereof, (vi) Borrower under this Section 12.04 shall survive the creation and perfection of Liens in favor repayment of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements Obligations and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement Loan Documents and the discharge resignation or removal of Grantor's other obligations hereunderany Agent.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount as promptly as practicable, and in any event within 10 days of any and a delivery of an invoice, all reasonable expensesand documented out-of-pocket fees, costs and expenses incurred by or on behalf of each Agent and each Lender, regardless of whether the Transactions are consummated, including the reasonable fees, costs, client charges and expenses (including reasonable and documented out-of-pocket fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) one outside counsel and one local counsel in each relevant jurisdiction for the collection of the Obligations, Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the enforcement other Lenders taken as a whole, and, in the case of an actual or perceived conflict of interest where the Agent or Lender affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel (and local counsel, if applicable, for such affected Agent or Lender), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Security Agreement and the other Loan Documents (including the preparation of any consentadditional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, amendmentinstruments and documents referred to in Section 7.01(f)), waiver (b) any requested amendments, waivers or other modification consents to this Security Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents' or any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents' or the Lenders' claims against any Loan Party under the Loan Documents, or any and all matters in connection therewith, (iiie) the custody commencement or preservation defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the sale offiling of any petition, collection fromcomplaint, answer, motion or other pleading by any Agent or any Lender, or other realization upon, the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (ivg) the exerciseprotection, protection collection, lease, sale, taking possession of or enforcement liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any Mortgaged Property of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the rights foregoing; provided, however, that the Borrower shall not have any obligation to reimburse any fees, costs and expenses under this Section 12.04 to the extent caused by the gross negligence, bad faith or willful misconduct of Trustee any Agent or any Lender (or, in each case, any of its Related Parties), as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing or any other secured party hereunderprovision of any Loan Document, (v) the failure Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by Grantor to perform or observe any this Agreement and the other Loan Documents. The obligations of the provisions hereof, (vi) Borrower under this Section 12.04 shall survive the creation and perfection of Liens in favor repayment of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements Obligations and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement Loan Documents and the discharge resignation or removal of Grantor's other obligations hereunderany Agent.

Expenses; Attorneys’ Fees. Grantor shall Borrower agrees, whether or not any Loan is made hereunder, to pay upon demand pay to Trustee the amount of any all Attorneys' Fees and all other reasonable expenses, including the reasonable fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur incurred by Lender in connection with (i) the collection preparation, negotiation and execution of this Agreement, any Related Agreement, the ObligationsOther Loan Agreements, the Other Loan Documents and any document required to be furnished in connection herewith or therewith, (ii) the enforcement preparation of any and administration of this Security Agreement and any consent, amendment, waiver or other modification all amendments to this Security AgreementAgreement or any of the Related Agreements and all other instruments or documents provided for therein or delivered or to be delivered thereunder or in connection therewith, (iii) the custody collection or preservation ofenforcement of Borrower's or any other Obligor's obligations hereunder or under any Related Agreement, or the sale of, collection from, or other realization upon, any of the Collateral, and (iv) the exercise, protection collection or enforcement of any of Lender's rights in or to any Collateral or Third Party Collateral; provided, however, that Borrower shall have no obligation to pay the rights Attorney's Fees in clause (i) of Trustee or any other secured party hereunderthis sentence to the extent that the same exceed $30,000. Lender may advance all such amounts to Borrower as a Loan. Borrower also agrees, (v) to indemnify and hold Lender harmless from any loss or expense which may arise or be created by the failure by Grantor to perform acceptance of telephonic or observe any of the provisions hereofother instructions for making Loans except for losses and expenses arising from Lender's gross negligence or willful misconduct, and (vi) the creation to pay, and perfection of Liens in favor of the Trustee for the benefit of the Holderssave Lender harmless from all liability for, including, without limitation, the filing any stamp or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in which may be payable with respect of the Collateral or the Liens created pursuant to the Security Documentsexecution or delivery of this Agreement, (vii) the payment or discharge of any taxes, insurance premiums Related Agreement or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the CollateralSupplemental Documentation, or the enforcing, foreclosing, retaking, holding, storing, processing, selling issuance of any Note or otherwise realizing upon the Collateral and Trusteeof any other instruments or documents provided for herein or to be delivered hereunder or in connection herewith. Borrower's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's foregoing obligations under this Section 8.12 shall survive the any termination of this Security Agreement and the discharge of Grantor's other obligations hereunderAgreement.

Expenses; Attorneys’ Fees. Grantor shall The Borrowers agrees, whether or not any Loan is made or Letter of Credit issued hereunder, to pay the Lender upon demand pay for all expenses and Attorneys' Fees, including, without limitation, those incurred by the Lender in connection with (a) the preparation, negotiation and execution of the Loan Documents (subject to Trustee the limitation on amount agreed to by letter of September 1, 1999, which limitation is incorporated herein), (b) the preparation of any and all reasonable expensesamendments to the Loan Documents and all other instruments or documents provided for therein or delivered or to be delivered thereunder or in connection therewith, including (c) the reasonable fees collection or enforcement of the Borrowers' or any other Obligor's obligations under any of the Loan Documents, (d) the costs of all searches and expenses updates of its counsel and searches in public records deemed necessary by the reasonable fees and expenses of any experts and agents which Trustee may incur Lender in connection with the protection of its security interest, and (ie) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the Lender's rights in or to any Collateral or Third Party Collateral. The Borrowers also (y) hereby indemnify and holds the Lender harmless from any loss or expense which may arise or be created by the acceptance of Trustee telephonic or other instructions for making Loans and (z) agree to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement or the issuance of any Note or of any other secured party hereunder, (v) the failure by Grantor instruments or documents provided for herein or to perform be delivered hereunder or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreementherewith. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's The Borrowers' foregoing obligations under this Section 8.12 shall survive the any termination of this Security Agreement and the discharge of Grantor's other obligations hereunderAgreement.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount as promptly as practicable, and in any event within 10 days of any and a delivery of an invoice, all reasonable expensesand documented out-of-pocket fees, including the reasonable fees costs and expenses incurred by or on behalf of its counsel each Agent, the Observer, each Lender Director Nominee and each Lender, regardless of whether the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the HoldersTransactions are consummated, including, without limitation, the filing or recording of financing statements reasonable fees, costs, client charges and other documents expenses (including reasonable and documented out-of-pocket fees and expenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents, (ii) one outside counsel and one local counsel in each relevant jurisdiction for the Specified Lender, the Observer and any Lender Director Nominee and (iii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents' or any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents' or the Lenders' claims against any Loan Party under the Loan Documents, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the Liens created pursuant past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any Mortgaged Property of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided, however, that the Borrower shall not have any obligation to reimburse any fees, costs and expenses under this Section 12.04 to the Security extent caused by the gross negligence, bad faith or willful misconduct of any Agent, the Observer, any Lender Director Nominee or any Lender (or, in each case, any of its Related Parties), as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing or any other provision of any Loan Document, the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, (vii) . The obligations of the payment or Borrower under this Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement Loan Documents and the discharge resignation or removal of Grantor's other obligations hereunderany Agent.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount of any and on demand, all reasonable expenses, including the reasonable fees costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (ib) through (m) below, each Lender), regardless of whether the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel (limited to one outside counsel per applicable jurisdiction and, in the filing case of a conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another outside counsel per applicable jurisdiction for such affected Person) for each Agent (and, in the case of clauses (b) through (m) below, each Lender), taken as a whole, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Term LoanLoans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, (x) the preparation of any additional Loan Documents pursuant to ‎Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in ‎Section 7.01(f) and (including y) the establishment and maintenance of the Escrow Account), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents (including, without limitation, the First Amendment and the Second Amendment) whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or the Liens created pursuant to the Security Documentsother security, in connection with this Agreement or any other Loan Document, (viig) the payment protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) any Environmental Claim, Environmental Liability or Remedial Action arising from or in connection with the past, present or future operations of, or any property currently, formerly or in the future owned, leased or operated by, any Loan Party, any of its Subsidiaries or any predecessor in interest, (k) any Environmental Lien, (l) the rating of the Term LoanLoans by one or more rating agencies in connection with any Lender’s Securitization, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document, if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower. The obligations of the Borrower under this ‎Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunderLoan Documents.

Expenses; Attorneys’ Fees. Grantor Cowlitz shall upon demand pay indemnify, hold harmless and defend Executive against (i) any tax penalties or increased tax liability of Executive due to Trustee Cowlitz’s failure to comply with the amount terms of any this Agreement or breach of this Agreement, and all reasonable (ii) costs, including legal fees and expenses, including the reasonable fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur incurred by Executive in connection with (i) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of any action, suit or related proceeding (including any tax controversy) in which Executive may be involved, as a result of Executive’s efforts, in good faith, to defend or enforce the transactions terms of this Agreement. For purposes of this Agreement, any settlement agreement that provides for payment of any amounts in settlement of Cowlitz’s obligations hereunder shall be conclusive evidence of Executive’s entitlement to indemnification hereunder, and any such indemnification payments shall be in addition to amounts payable pursuant to such settlement agreement, unless such settlement agreement expressly provides otherwise. Cowlitz’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which this Security Agreement relates, (ix) otherwise protecting, maintaining Cowlitz may have against Executive or preserving the Collateral, others. In no event shall Executive be obligated to seek other employment or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) take any refinancing or restructuring other action by way of mitigation of the credit arrangements pursuant amounts payable to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe Executive under any of the provisions of this Security AgreementAgreement and such amounts shall not be reduced whether or not Executive obtains other employment. All amounts payable Unless it is determined that Executive has acted in bad faith, Cowlitz shall pay as incurred, to the full extent permitted by Grantor under this Section 8.12 shall be due upon demand law, all legal fees and shall be part expenses that Executive may reasonably incur as a result of or in connection with his consultation with legal counsel or arising out of any action, suit, proceeding, tax controversy or contest (regardless of the Obligations. Grantor's obligations under this Section 8.12 shall survive outcome thereof) by Cowlitz, Executive or others regarding the termination validity or enforceability of, or liability under, any provision of this Security Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment (except a six-month delay required under Section 5 of this Agreement, which shall bear interest as set forth therein), all payments due and outstanding shall bear interest at the discharge rate of Grantor's other obligations hereunder1 1/2% per month until such payment is made.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount of any and all reasonable expenseson demand, including the reasonable fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) all reasonable out-of-pocket costs and expenses incurred by or on behalf of each Agent or L/C Issuer (and, in the collection case of clauses (b) through (m) below, each Lender), regardless of whether the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (b) through (n) below, each Lender) (which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel for the Agents and the Lenders, unless a conflict of interest exists), photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, environmental audits, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (including b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (viie) the payment commencement or discharge of defense of, or intervention in, any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings court proceeding arising out of from or related to this Agreement or any other Loan Document, or otherwise in connection with the transactions contemplated by the Loan Documents, Collateral Agent’s Liens in and to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcingSecured Parties’ relationship with Holdings or any of its Subsidiaries, foreclosing(f) the filing of any petition, retakingcomplaint, holdinganswer, storingmotion or other pleading by any Agent or any Lender, processingor the taking of any action in respect of their interest in Collateral or other security granted to such Person under a Loan Document, selling in accordance with this Agreement or otherwise realizing upon any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral and Trustee's or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest therein, whether through judicial proceedings in any Collateral or otherwiseother security in connection with this Agreement or any other Loan Document, (xi) any refinancing attempt to collect from any Loan Party, (j) all liabilities and costs arising from or restructuring in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the credit arrangements operations of any facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) each Agent’s and each Lender’s reasonable documented costs and expenses (including reasonable documented attorneys (which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel for the Agents and the Lenders, unless a conflict of interest exists), accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Holdings or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action with respect to the Collateral, (n) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing, or (o) any financial examination, appraisal, or valuation fees and expenses of Administrative Agent related to any financial examinations, appraisals, or valuation to the extent of the fees and charges are payable by Borrower pursuant to the Indentureterms of this Agreement, including a "work(ii) Administrative Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to Holdings or its Subsidiaries, (iii) Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-out," or pursuant to any insolvency or bankruptcy cases or proceedingsof-pocket costs and expenses incurred in connection therewith, and (xiiv) customary charges imposed or incurred by Administrative Agent resulting from the dishonor of checks payable by or to any Loan Party. Without limitation of the foregoing or any other provision of any Loan Document, (i) the failure Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge other Loan Documents, and (ii) if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of Grantor's other obligations hereundersuch covenant or agreement, and the reasonable expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount of any and on demand, all reasonable expenses, including the reasonable fees costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (ib) through (m) below, each Lender), regardless of whether the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel (limited to one outside counsel per applicable jurisdiction and, in the filing case of a conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another outside counsel per applicable jurisdiction for such affected Person) for each Agent (and, in the case of clauses (b) through (m) below, each Lender), taken as a whole, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Term Loan, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to ‎Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in ‎Section 7.01(f)), (including b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or the Liens created pursuant to the Security Documentsother security, in connection with this Agreement or any other Loan Document, (viig) the payment protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) any Environmental Claim, Environmental Liability or Remedial Action arising from or in connection with the past, present or future operations of, or any property currently, formerly or in the future owned, leased or operated by, any Loan Party, any of its Subsidiaries or any predecessor in interest, (k) any Environmental Lien, (l) the rating of the Term Loan by one or more rating agencies in connection with any Lender’s Securitization, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document, if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower. The obligations of the Borrower under this ‎Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunderLoan Documents.

Expenses; Attorneys’ Fees. Grantor shall The Company agrees, whether or not any Loan is made hereunder, to pay upon demand pay to Trustee all reasonable out-of-pocket expenses (including the amount reasonable fees, disbursements and other charges of attorneys) incurred by the Agent or any Bank, and the reasonable charges for and expenses of attorneys who may be employees of the Agent or a Bank, in connection with (a) in the case of the Agent, (i) the preparation, negotiation and execution of this Agreement and any other Loan Documents, (ii) the preparation of any and all reasonable expensesamendments to this Agreement or any other Loan Document, including and (iii) the reasonable fees performance of periodic collateral field examinations and/or audits; and expenses (b) in the case of its counsel the Agent and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with each Bank, (i) the collection or enforcement of the Obligations, Company's obligations hereunder or under any other Loan Document and (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any rights of the rights Agent or any Bank in or to any property at any time securing payment or performance of Trustee the Company's Liabilities. The Company also agrees (x) to indemnify and hold the Agent and each Bank harmless from any loss or expense which may arise or be created by the Agent's acceptance of telephonic or other instructions for making Loans and (y) to pay, and save the Agent and each Bank harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Agreement, any Note or any other secured party hereunderLoan Document, or the issuance of any Note or of any other Loan Documents. The Company further agrees to indemnify the Agent and each Bank, its directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holders, including, without limitation, all expenses of litigation or preparation therefor whether or not the filing Agent or recording any Bank is a party thereto) which any of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral them may pay or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings incur arising out of or related relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder (except to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining extent that they have resulted from the gross negligence or preserving the Collateralwilful misconduct of, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions breach of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of Agreement by, the Obligations. Grantorparty seeking indemnification.) The Company's foregoing obligations under this Section 8.12 shall survive the any termination of this Security Agreement and the discharge of Grantor's other obligations hereunder.Agreement

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrowers will pay to Trustee the amount of any and promptly on written demand, all reasonable expenses, including the reasonable fees and documented out-of-pocket costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (i) the collection of the Obligationsb), (iic) the enforcement and administration of (m) below, each Lender) in accordance with this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the HoldersLoan Document, including, without limitation, reasonable and documented out-of-pocket fees, costs, client charges and expenses of outside counsel for each Agent (but limited to the reasonable and documented out-of-pocket fees, costs, client charges and expenses of (i) one firm of lead counsel (and, in the case of an actual or potential conflict of interest, one additional lead counsel for each affected party similarly situated) for each of the Agents (other than the Revolving Agent) and the Term Loan B Lenders, taken as a whole (ii) one separate counsel for the Revolving Agent, the Revolving Loan Lenders and the Term Loan A Lenders, taken as a whole and (iii) one local counsel in each material jurisdiction and one regulatory counsel in each regulatory area of law (and, in the case of an actual or potential conflict of interest, one additional local counsel in each material jurisdiction and one additional regulatory counsel in each regulatory area of law for each affected party similarly situated) for the Agents and the Lenders, taken as a whole), for accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches, miscellaneous disbursements, examination, travel, lodging and meals, in each case, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, any Agent’s or the Lenders’ claims against any Loan Party, or any and all matters in connection therewith (including any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Sanction or any Anti-Money Laundering Law by any Loan Party, any Affiliate or Subsidiary of any Loan Party), other than claims or actions among the Agents and the Lenders (other than (i) claims or actions against any Person in its capacity or in fulfilling its role as the Administrative Agent, the Collateral Agent or the Revolving Agent or a similar role under the Loan Documents and (ii) claims or actions arising out of any act or omission of any Loan Party or any of its Affiliates), (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, other than in connection with claims or actions among the Agents and the Lenders (other than (i) claims or actions against any Person in its capacity or in fulfilling its role as the Administrative Agent, the Collateral Agent or the Revolving Agent or a similar role under the Loan Documents and (ii) claims or actions arising out of any act or omission of any Loan Party or any of its Affiliates) and claims or actions determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Agents and Lenders, (f) the filing or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the Liens created pursuant protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document in accordance with the Security terms of the Loan Documents, (viii) any attempt to collect from any Loan Party in accordance with the payment or discharge terms of any taxes, insurance premiums or encumbrancesthe Loan Documents, (viiij) defending any Environmental Claim against, any Loan Party or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relatesits Subsidiaries, (ixk) otherwise protecting, maintaining or preserving any Environmental Lien filed against the Collateral, (l) [reserved], or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xim) the failure receipt by Grantor any Agent or any Lender of any advice from professionals with respect to perform or observe any of the provisions foregoing; provided that with respect to clause (m), so long as no Event of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand Default has occurred and shall be part is continuing, such expenses solely with respect to professionals (but, for the avoidance of doubt, not legal counsel) will require the consent of the ObligationsAdministrative Borrower (such consent not to be unreasonably withheld, delayed or conditioned); provided further that the Administrative Borrower will be deemed to have consented if the Administrative Borrower has not responded within 7 Business Days of receipt of written request. Grantor's obligations under this This Section 8.12 12.04 shall survive the termination of this Security Agreement and the discharge of Grantor's not apply with respect to Taxes other obligations hereunderthan any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount as promptly as practicable, and in any event within 10 days of any and a delivery of an invoice, all reasonable expensesand documented out-of-pocket fees, including the reasonable fees costs and expenses incurred by or on behalf of its counsel each Agent, the Observer, each Lender Director and each Lender, regardless of whether the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the HoldersTransactions are consummated, including, without limitation, the filing or recording of financing statements reasonable fees, costs, client charges and other documents expenses (including reasonable and documented out-of-pocket fees and expenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents, (ii) one outside counsel and one local counsel in each relevant jurisdiction for the Specified Lender, the Observer and any Lender Director and (iii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party under the Loan Documents, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the Liens created pursuant past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any Mortgaged Property of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided, however, that the Borrower shall not have any obligation to reimburse any fees, costs and expenses under this Section 12.04 to the Security extent caused by the gross negligence, bad faith or willful misconduct of any Agent, the Observer, any Lender Director or any Lender (or, in each case, any of its Related Parties), as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing or any other provision of any Loan Document, the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, (vii) . The obligations of the payment or Borrower under this Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement Loan Documents and the discharge resignation or removal of Grantor's other obligations hereunderany Agent.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount as promptly as practicable, and in any event within 10 days of any and a delivery of an invoice, all reasonable expensesand documented out-of-pocket fees, including the reasonable fees costs and expenses incurred by or on behalf of its counsel each Agent and each Lender, regardless of whether the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the HoldersTransactions are consummated, including, without limitation, the filing or recording of financing statements reasonable fees, costs, client charges and other documents expenses (including reasonable and documented out-of-pocket fees and expenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole), accounting, due diligence, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party under the Loan Documents, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) all liabilities and costs arising from or in connection with the Liens created pursuant past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any Mortgaged Property of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided, however, that the Borrower shall not have any obligation to reimburse any fees, costs and expenses under this Section 12.04 to the Security extent caused by the gross negligence, bad faith or willful misconduct of any Agent or any Lender (or, in each case, any of its Related Parties), as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing or any other provision of any Loan Document, the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, (vii) . The obligations of the payment or Borrower under this Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement Loan Documents and the discharge resignation or removal of Grantor's other obligations hereunderany Agent.

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrower will pay to Trustee the amount of any and all reasonable expenseson demand, including the reasonable fees and expenses of its counsel and the reasonable fees and expenses of any experts and agents which Trustee may incur in connection with (i) all reasonable out-of-pocket costs and expenses incurred by or on behalf of each Agent or L/C Issuer (and, in the collection case of clauses (b) through (m) below, each Lender), regardless of whether the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (b) through (n) below, each Lender) (which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel for the Agents and the Lenders, unless a conflict of interest exists), photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, environmental audits, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (including b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements of any counsel providing any opinions in respect of the Collateral or the Liens created pursuant to the Security Documents, (viie) the payment commencement or discharge of defense of, or intervention in, any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings court proceeding arising out of from or related to this Agreement or any other Loan Document, or otherwise in connection with the transactions contemplated by the Loan Documents, Collateral Agent’s Liens in and to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcingSecured Parties’ relationship with Parent or any of its Subsidiaries, foreclosing(f) the filing of any petition, retakingcomplaint, holdinganswer, storingmotion or other pleading by any Agent or any Lender, processingor the taking of any action in respect of their interest in Collateral or other security granted to such Person under a Loan Document, selling in accordance with this Agreement or otherwise realizing upon any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral and Trustee's or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest therein, whether through judicial proceedings in any Collateral or otherwiseother security in connection with this Agreement or any other Loan Document, (xi) any refinancing attempt to collect from any Loan Party, (j) all liabilities and costs arising from or restructuring in connection with the past, present or future operations of any Loan Party involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (k) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the credit arrangements operations of any facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) each Agent’s and each Lender’s reasonable documented costs and expenses (including reasonable documented attorneys (which will be limited to one primary counsel and, if necessary, one local counsel per jurisdiction and one special counsel for the Agents and the Lenders, unless a conflict of interest exists), accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Parent or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action with respect to the Collateral, (n) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing, or (o) any financial examination, appraisal, or valuation fees and expenses of Administrative Agent related to any financial examinations, appraisals, or valuation to the extent of the fees and charges are payable by Borrower pursuant to the Indentureterms of this Agreement, including a "work(ii) Administrative Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to Parent or its Subsidiaries, (iii) Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of Borrower (whether by wire transfer or otherwise), together with any out-out," or pursuant to any insolvency or bankruptcy cases or proceedingsof-pocket costs and expenses incurred in connection therewith, and (xiiv) customary charges imposed or incurred by Administrative Agent resulting from the dishonor of checks payable by or to any Loan Party. Without limitation of the foregoing or any other provision of any Loan Document, (i) the failure Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge other Loan Documents, and (ii) if the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of Grantor's other obligations hereundersuch covenant or agreement, and the reasonable expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower.

Expenses; Attorneys’ Fees. Grantor shall upon demand Each Loan Party hereby agrees to pay to Trustee the amount of any and or reimburse all reasonable expensesand documented costs and expenses incurred by or on behalf of the Agents and (to the extent set forth below) the Lenders, including including, without limitation (i) reasonable fees, documented costs, client charges and expenses of counsel for the Agents, to the extent set forth below (limited to the reasonable and documented fees and expenses of its (I) Xxxxxxx & Xxxxxxx LLP, counsel for the Agents (II) Xxxxxxx Xxxx & Xxxxxxxxx LLP, counsel to the Lenders and (III), if reasonably necessary, any regulatory or other special counsel to the Agents and the Lenders taken as whole, and, in the event of any reasonably perceived or actual conflict of interest, additional counsel of each relevant type to the affected parties), and, any other professional advisors, including M3 Partners, LP, retained by Lenders and (ii) reasonable fees and documented fees, costs, client charges and expenses of any experts the Agents and agents which Trustee may incur in connection with Lenders relating accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches, and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (ia) the collection of the Obligationsnegotiation, (ii) the enforcement preparation, execution, delivery, performance and administration of the DIP Orders, this Security Agreement and any consent, amendment, waiver or the other modification to this Security Agreement, Loan Documents (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holders, including, without limitation, the filing or recording of financing statements and other documents (including all taxes in connection therewith) in public offices, search fees and the reasonable fees, expenses and disbursements preparation of any counsel providing any opinions in respect of the Collateral additional Loan Documents pursuant to this Agreement or the Liens created pursuant to the Security Documents, (vii) the payment or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, DIP Orders or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring review of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of agreements, instruments and documents referred to in Section 7.17 or the DIP Orders), (b) any requested amendments, waivers or consents to the DIP Orders, this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of Agreement or the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunder.Loan Documents whether or not such documents become effective or are

Expenses; Attorneys’ Fees. Grantor shall upon The Borrowers will pay within thirty days of written demand pay to Trustee the amount of any and (accompanied by supporting documentation), all reasonable expensesand documented (in reasonable detail) out-of-pocket fees, including the reasonable fees costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (ib) through (m) below, each Lender), regardless of whether the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable and documented (in reasonable detail) out-of-pocket fees, costs, client charges and expenses of counsel for each Agent (and, in the filing case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Term Loans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)); (including b) any amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given; (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents; (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith; (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or the Liens created pursuant to the Security Documentsother security, (vii) the payment in connection with this Agreement or discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunder.Loan Document

Expenses; Attorneys’ Fees. Grantor shall upon demand The Borrowers will pay to Trustee the amount of any and on demand, all reasonable expenses, including the reasonable fees and documented out-of-pocket costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (ib) through (m) below, each Lender), regardless of whether the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable and documented out-of-pocket fees, costs, client charges and expenses counsel for the filing Agents (limited to the reasonable and documented out-of-pocket fees and expenses of one primary outside counsel to the Agent, and, if necessary, of one local counsel for the Agents and Lenders (taken as a whole) in each relevant jurisdiction material to the interests of the Lenders (which may include a single special counsel acting in multiple jurisdictions), any regulatory or recording other special counsel to the Agents reasonably deemed necessary by the Agents and, in the event of financing statements any actual conflict of interest, one (1) additional counsel in each relevant jurisdiction to each group of affected parties that are similarly situated (taken as a whole)) and (ii) reasonable and documented out-of-pocket fees, costs, client charges and expenses of counsel for each Agent) (and, in the case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field audits, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, title searches and reviewing environmental assessments (subject to the restrictions set forth herein), miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)), (including b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith, (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or the Liens created pursuant to the Security Documentsother security, in connection with this Agreement or any other Loan Document, (viig) the payment protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party, (j) any Environmental Claim, Environmental Liability or Remedial Action arising from or in connection with the past, present or future operations of, or any property currently, formerly or in the future owned, leased or operated by, any Loan Party, any of its Subsidiaries or any predecessor in interest, (k) any Environmental Lien, (l) the rating of the Loans by one or more rating agencies in connection with any Lender’s Securitization, or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents and (y) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers. The obligations of the Borrowers under this Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunderLoan Documents.

Expenses; Attorneys’ Fees. Grantor shall upon The Borrowers will pay within thirty days of written demand pay to Trustee the amount of any and (accompanied by supporting documentation), all reasonable expensesand documented (in reasonable detail) out-of-pocket fees, including the reasonable fees costs and expenses incurred by or on behalf of its counsel and each Agent (and, in the reasonable fees and expenses case of any experts and agents which Trustee may incur in connection with clauses (ib) through (m) below, each Lender), regardless of whether the collection of the Obligations, (ii) the enforcement and administration of this Security Agreement and any consent, amendment, waiver or other modification to this Security Agreement, (iii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iv) the exercise, protection or enforcement of any of the rights of Trustee or any other secured party hereunder, (v) the failure by Grantor to perform or observe any of the provisions hereof, (vi) the creation and perfection of Liens in favor of the Trustee for the benefit of the Holderstransactions contemplated hereby are consummated, including, without limitation, reasonable and documented (in reasonable detail) out-of-pocket fees, costs, client charges and expenses of counsel for each Agent (and, in the filing case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Term Loans, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or recording relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of financing statements this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 7.01(f)); (including b) any amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given; (c) the preservation and protection of the Agents’ or any of the Lenders’ rights under this Agreement or the other Loan Documents; (d) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agents’ or the Lenders’ claims against any Loan Party, or any and all taxes matters in connection therewith; (e) in public officesthe commencement or defense of, search fees and or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; (f) the reasonable fees, expenses and disbursements filing of any counsel providing petition, complaint, answer, motion or other pleading by any opinions Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document (g) the Liens created pursuant protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document; (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document; (i) any attempt to collect from any Loan Party; (j) any Environmental Claim, Environmental Liability or Remedial Action arising from or in connection with the past, present or future operations of, or any property currently, formerly or in the future owned, leased or operated by, any Loan Party, any of its Subsidiaries or any predecessor in interest; (k) any Environmental Lien; (l) [reserved]; or (m) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing; or (n) in connection with the enforcement or protection of any other rights of any Agent or any Lender (A) in connection with this Agreement and the other Loan Documents, including such rights under this Section, or (B) in connection with Term Loans made hereunder, including all such reasonable and documented (in reasonable detail) out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided, that the Borrower’s obligations with respect to legal expenses shall be limited to the Security Documentsall reasonable and documented (in reasonable detail) out-of-pocket charges and disbursements of (X) one primary counsel for the Administrative Agent and the Collateral Agent and one primary counsel for the Lenders, taken as a whole, and, in each case, reasonably required local counsel for all such Persons taken together, in each case absent a conflict of interest, plus (viiY) in the payment case of an actual conflict of interest, one additional counsel. Without limitation of the foregoing or any other provision of any Loan Document: if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document and an Event of Default shall have occurred and be continuing, then any Agent may itself perform or cause performance of such covenant or agreement, and the reasonable and documented (in reasonable detail) out-of-pocket expenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Loan Parties shall not have any obligation to any Lender or Agent under this Section 12.04 for Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. The obligations of the Borrowers under this Section 12.04 shall survive the repayment of the Obligations and discharge of any taxes, insurance premiums or encumbrances, (viii) defending or prosecuting any actions or proceedings arising out of or related to Liens granted under the transactions to which this Security Agreement relates, (ix) otherwise protecting, maintaining or preserving the Collateral, or the enforcing, foreclosing, retaking, holding, storing, processing, selling or otherwise realizing upon the Collateral and Trustee's security interest therein, whether through judicial proceedings or otherwise, (x) any refinancing or restructuring of the credit arrangements pursuant to the Indenture, including a "work-out," or pursuant to any insolvency or bankruptcy cases or proceedings, and (xi) the failure by Grantor to perform or observe any of the provisions of this Security Agreement. All amounts payable by Grantor under this Section 8.12 shall be due upon demand and shall be part of the Obligations. Grantor's obligations under this Section 8.12 shall survive the termination of this Security Agreement and the discharge of Grantor's other obligations hereunderLoan Documents.