Common use of Expenses; Attorneys’ Fees Clause in Contracts

Expenses; Attorneys’ Fees. Borrower agrees to pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, all reasonable out-of-pocket expenses, including but not limited to reasonable fees and expenses of counsel for Lender, periodic field audits, from time to time arising from or relating to (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (i) any amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; (ii) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of any of Lender's rights under this Agreement or the other Loan Documents; (iii) the defense of any claim or action asserted or brought against Lender by any Person that arises from this Agreement, any other Loan Document, Lender's claims against Borrower, or any and all matters in connection therewith; (iv) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; (v) upon the occurrence and during the continuance of any Event of Default, the filing of a petition, complaint, answer, motion or other pleading by Lender, or the taking of any action in connection with this Agreement or any other Loan Document; (vi) upon the occurrence and during the continuance of any Event of Default, any attempt to collect from Borrower; and (vii) the receipt of any advice with respect to any of the foregoing.

Expenses; Attorneys’ Fees. Borrower agrees to The Borrowers shall pay or cause to be ------------------------- paid, on demandpromptly, and to save Lender harmless against liability for the payment ofin any event within ten (10) Business Days of delivery of an invoice, all reasonable and documented out-of-pocket expensescosts and expenses incurred by or on behalf of each Agent (and, including but not limited to without duplication, in the case of clauses (b) through (j) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees and documented out-of-pocket fees, costs, client charges and expenses of one outside counsel and one local counsel in each relevant jurisdiction for the Agents (and, without duplication, in the case of clauses (b) through (j) below, each Lender), periodic field auditsaccounting, from time to time due diligence, searches and filings and other miscellaneous disbursements 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)), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any requested amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of the Agents’ or any of Lender's the Lenders’ rights under this Agreement or the other Loan Documents; , (iiid) 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, Lender's the Agents’ or the Lenders’ claims against Borrowerany Loan Party under the Loan Documents, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; , (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by any 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; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; any Loan Party or Guarantor under the Loan Documents, (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, (viik) 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 Facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) the rating of the Loans by one or more rating agencies in connection with any Lender’s Securitization, or (n) the receipt by any Agent or, in the case of clauses (b) through (i) above, 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 Liens granted under the Loan Documents.

Expenses; Attorneys’ Fees. The Borrower agrees to will pay or cause to be ------------------------- paid, on demand, all documented costs and to save Lender harmless against liability for expenses incurred by or on behalf of each Agent (and, in the payment ofcase of clauses (c) through (f) and (i) through (n) below, all each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable out-of-pocket expensesfees, including but not limited to reasonable fees costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (c) through (f) and (i) through (n) below, each Lender), accounting, due diligence, periodic field audits, from time to time physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, 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)), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any requested amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of the Agents' or any of Lender's the Lenders' rights under this Agreement or the other Loan Documents; , (iiid) 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, Lender's the Agents' or the Lenders' claims against Borrowerany Loan Party, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; , (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by any 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; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; 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, (viik) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) the rating of the Loans by one or more rating agencies in connection with any Lender's Securitization, or (n) 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 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 and (y) 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 Liens granted under the Loan Documents. Notwithstanding anything to the contrary in this Section 12.04 or elsewhere in this Agreement, this Section 12.04 shall not apply to taxes, which shall be governed exclusively be Sections 2.09 and 2.10.

Expenses; Attorneys’ Fees. Borrower agrees to The Borrowers will pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable fees costs and expenses incurred by or on behalf of counsel for Lenderthe Lender and Collateral Agent, periodic field audits, from time to time arising from or relating to: ( a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including the preparation of any additional Loan Documents or the review of any of the agreements, instruments and documents referred to in Article VI), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of any of the Lender's ’s and the Collateral Agent’s rights under this Agreement or the other Loan Documents; , (iiid) the defense of any claim or action asserted or brought against the Lender or the Collateral Agent by any Person that arises from or relates to this Agreement, any other Loan Document, the Lender's ’s claims against Borrowerany Loan Party, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; , (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by Lenderthe Lender or the Collateral Agent, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; any Loan Party, (j) the rating of the Loans by one or more rating agencies in connection with the Lender’s Securitization, and (viik) the receipt by the Lender or the Collateral Agent of any advice from professionals with respect to any of the foregoing, but excluding any Taxes (which shall be dealt with under Section 2.07). Notwithstanding the foregoing, the Borrowers shall not be required to reimburse expenses in excess of [***] in connection with all fees and expenses incurred by Xxxxxx’s counsel in the United States and [***] in the aggregate in connection with all fees and expenses incurred by Xxxxxx’s local counsel or counsels in any Specified Jurisdiction (other than the United States), in each case through and including the Effective Date in connection with the negotiation and structuring of the facilities under the Loan Documents and the RIPSA, without the Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). 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 any Loan Party fails to perform any covenant or agreement contained herein or in any other Loan Document, the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The obligations of the Borrowers under this Section 10.04 shall survive the repayment of the Obligations, the discharge of any Liens granted under the Loan Documents or the earlier resignation or removal of the Collateral Agent.

Expenses; Attorneys’ Fees. The Borrower agrees to will pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, all reasonable documented out-of-pocket expenses, including but not limited to reasonable fees costs and expenses incurred by or on behalf of counsel for Lender, periodic field audits, from time to time the Lenders arising from or relating to to: (other than when arising from a) the gross negligence or willful misconduct negotiation, preparation, execution, delivery, performance and administration of Lenderthis Agreement, as the case may be): Subordination Deed and the Thermo Subordination Deed, (ib) any requested amendments, waivers or consents to this Agreement or Agreement, the other Loan Documents requested by Borrower Subordination Deed and the Thermo Subordination Deed, in each case, whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of any of Lender's the Lenders’ rights under this Agreement Agreement, the Subordination Deed or the other Loan Documents; Thermo Subordination Deed, (iiid) the defense of any claim or action asserted or brought against any Lender by any Person that arises from or relates to this Agreement, the Subordination Deed or the Thermo Subordination Deed, any other Loan Document, Lender's of the Lenders’ claims against the Borrower, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement Agreement, the Subordination Deed or any other Loan Document; the Thermo Subordination Deed, (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by Lender, or the taking of any action Lender in connection with this Agreement Agreement, the Subordination Deed or any other Loan Document; the Thermo Subordination Deed, (vig) upon the occurrence and during the continuance of any Event of Default, any attempt to collect from Borrower; and the Borrower any amounts due but unpaid, or (viih) the receipt by any Lender of any advice from professionals with respect to any of the foregoing.

Expenses; Attorneys’ Fees. The Borrower agrees to will pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, demand all reasonable and documented out-of-pocket expensescosts and expenses incurred by or on behalf of each Agent (and, including but not limited to reasonable fees in the case of clauses (b) through (n) below, the Lenders), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable, documented, fees, costs, client charges and expenses of counsel for Lendereach Agent (and, in the case of clauses (c) through (n) below, the Lenders), accounting, due diligence, periodic field audits, from time to time physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loans, 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)), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any requested amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of the Agents' or any of Lender's the Lenders' rights under this Agreement or the other Loan Documents; , (iiid) 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, Lender's the Agents' or the Lenders' claims against Borrowerany Loan Party, or any and all matters in connection therewith; , other than in connection with claims or actions brought by any Lender or Agent against one another, (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) 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 brought by any Lender or Agent against one another, (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by any 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; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; 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, (viik) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, (m) the rating of the Loans by one or more rating agencies in connection with any Lender's Securitization, or (n) 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 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, and (y) 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. Notwithstanding the foregoing, any and all legal fees, costs and expenses incurred pursuant to clauses (b) through (n) above shall be limited to (A) one outside counsel to the Agents and the Lenders, (B) one local counsel in each relevant jurisdiction to the Agents and the Lenders and one regulatory counsel in each relevant regulatory area to the Agents and the Lenders and (C) solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated taken as a whole. The obligations of the Borrower under this Section 12.04 shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents.

Expenses; Attorneys’ Fees. Borrower agrees Borrowers agree, whether or not the Loan is made hereunder, to pay or cause to be ------------------------- paidupon demand all Attorneys’ Fees and all other reasonable expenses incurred by Bank (a) in connection with negotiation, on demandpreparation, execution, delivery, administration, and to save Lender harmless against liability for the payment of, all reasonable out-of-pocket expenses, including but not limited to reasonable fees and expenses enforcement of counsel for Lender, periodic field audits, from time to time arising from or relating to (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (i) any amendments, waivers or consents to this Agreement or and the other Loan Documents requested by Borrower whether and all other documents or not such documents become effective instruments provided for herein or are givenin any thereof or delivered or to be delivered hereunder or under any thereof or in connection herewith or with any thereof; (iib) upon in connection with any due diligence examination or investigation with respect to Borrowers, any other Loan Party, or any Affiliate in connection with this Agreement, any Loan Document or any other document, instrument, or agreement related thereto; (c) to prepare documentation related to the occurrence obligations incurred hereunder made and during the continuance of other Obligations incurred hereunder; (d) to prepare any Event of Default, the preservation and protection of any of Lender's rights amendment to or waiver under this Agreement or the other any Loan DocumentsDocument and any documents or instruments related thereto; (iiie) the defense of to represent Bank in any claim or action asserted or brought against Lender by any Person that arises from this Agreementlitigation, any other Loan Documentcontest, Lender's claims against Borrowerdispute, suit, or proceeding or to commence, defend or intervene in any and all matters in connection therewith; (iv) the commencement (other than by Lenderlitigation, except upon the occurrence and during the continuance of any Event of Default) or defense ofcontest, dispute, suit, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; (v) upon the occurrence and during the continuance of any Event of Default, the filing of file a petition, complaint, answer, motion motion, or other pleading by Lenderpleading, or the taking of to take any other action in connection or with respect to, any litigation, contest, dispute, suit, or proceeding (whether instituted by Bank, Borrower or any other Person and whether in bankruptcy or otherwise) in any way or respect relating to the Collateral, this Agreement, any Loan Document, or any Borrower’s or any other Loan Party’s affairs, except for any litigation, contest, dispute, suit, or proceeding brought by any Borrower to enforce this Agreement or any other Loan DocumentDocument in connection with which such Borrower prevails as evidenced by a final non-appealable judgment of a court or arbitrator of competent jurisdiction; (vif) upon to protect, collect, lease, sell, take possession of, or liquidate any of the occurrence and during the continuance of any Event of Default, any Collateral; (g) to attempt to collect from Borrower; and (vii) enforce any security interest in any of the receipt of Collateral or to give any advice with respect to such enforcement; and (h) to enforce any right of Bank to collect any of the foregoingObligations. Borrowers also agree to pay, and save 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, or any Loan Document, or the issuance of the Note or of any other instruments or documents provided for herein or to be delivered hereunder or in connection herewith. In addition to the foregoing Borrowers shall immediately pay all taxes and assessments and all expenses, charges, costs, and fees provided for in this Agreement or related to the Loan. Borrowers hereby authorize Bank to disburse the proceeds of the Loan to pay such expenses, charges, costs and fees notwithstanding that Borrowers may not have requested a disbursement of such amount. Any such disbursement shall be added to the outstanding principal balance of the Loan. The authorization hereby granted shall be irrevocable and no further direction or authorization from Borrowers shall be necessary for Bank to make such disbursements. However, the provisions of this Section 8.2 shall not prevent Borrowers from paying such expense, charges, costs and fees from their own funds. All such expenses, charges, costs and fees shall be Borrowers’ obligation regardless of whether or not Borrowers have requested and met the conditions for a disbursement of the Loan. Borrowers’ foregoing obligations shall survive any termination of this Agreement.

Expenses; Attorneys’ Fees. Borrower agrees to The Borrowers will pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses, including but not limited to reasonable fees costs and expenses incurred by or on behalf of counsel for Lenderthe Lender and Collateral Agent, periodic field audits, from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including the preparation of any additional Loan Documents or the review of any of the agreements, instruments and documents referred to in Article VI), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of any of the Lender's ’s and the Collateral Agent’s rights under this Agreement or the other Loan Documents; , (iiid) the defense of any claim or action asserted or brought against the Lender or the Collateral Agent by any Person that arises from or relates to this Agreement, any other Loan Document, the Lender's ’s claims against Borrowerany Loan Party, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; , (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by Lenderthe Lender or the Collateral Agent, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; any Loan Party, (j) the rating of the Loans by one or more rating agencies in connection with the Lender’s Securitization, and (viik) the receipt by the Lender or the Collateral Agent of any advice from professionals with respect to any of the foregoing, but excluding any Taxes (which shall be dealt with under Section 2.07). Notwithstanding the foregoing, the Borrowers shall not be required to reimburse expenses in excess of [***] in connection with all fees and expenses incurred by Lender’s counsel in the United States and [***] in the aggregate in connection with all fees and expenses incurred by Lender’s local counsel or counsels in any Specified Jurisdiction (other than the United States), in each case through and including the Effective Date in connection with the negotiation and structuring of the facilities under the Loan Documents and the RIPSA, without the Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed). 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 any Loan Party fails to perform any covenant or agreement contained herein or in any other Loan Document, the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The obligations of the Borrowers under this Section 10.04 shall survive the repayment of the Obligations, the discharge of any Liens granted under the Loan Documents or the earlier resignation or removal of the Collateral Agent.

Expenses; Attorneys’ Fees. Borrower agrees to will pay or cause to be ------------------------- paid, on demand, and to save Lender harmless against liability for the payment of, all reasonable out-of-pocket expensesand documented costs and expenses incurred by or on behalf of Agent regardless of whether the transactions contemplated hereby are consummated, including but not limited to including, without limitation, reasonable fees and documented fees, costs, client charges and expenses of counsel for LenderAgent and separate counsel for the Lenders, accounting, due diligence, periodic field audits, from time to time physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, 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, but not limited to the preparation of any additional Loan Documents pursuant to Section 6.01(b)), (other than when arising from the gross negligence or willful misconduct of Lender, as the case may be): (ib) any requested amendments, waivers or consents to this Agreement or the other Loan Documents requested by Borrower whether or not such documents become effective or are given; , (iic) upon the occurrence and during the continuance of any Event of Default, the preservation and protection of Agent’s or any of Lender's Lenders’ rights under this Agreement or the other Loan Documents; , (iiid) the defense of any claim or action asserted or brought against Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, Lender's Agent’s or Lenders’ claims against Borrowerany Loan Party, or any and all matters in connection therewith; , (ive) the commencement (other than by Lender, except upon the occurrence and during the continuance of any Event of Default) or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document; , (vf) upon the occurrence and during the continuance of any Event of Default, the filing of a any petition, complaint, answer, motion or other pleading by 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; , (vig) upon the occurrence and during the continuance protection, collection, lease, sale, taking possession of or liquidation of, any Event of DefaultCollateral 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 Borrower; 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, and (viil) the receipt by Agent or any Lender of any advice from professionals with respect to any of the foregoing. The obligations of the Borrower under this Section 10.04 shall survive the repayment of the Obligations and discharge of any Liens granted under the Loan Documents and the resignation or removal of Agent.