Common use of Expenses; Taxes; Attorneys’ Fees Clause in Contracts

Expenses; Taxes; Attorneys’ Fees. Borrowers will pay on demand, all reasonable costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent (and, in the 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, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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) Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree to save Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) if Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, Agent may itself perform or cause performance of such covenant or agreement, and the expenses of Agent incurred in connection therewith shall be reimbursed on demand by Borrowers.

Expenses; Taxes; Attorneys’ Fees. Borrowers (a) The Obligors will pay on demandpay, five (5) Business Days following demand therefor, all reasonable fees, costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender)Agents, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' out-of-pocket fees, costs, client charges costs and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender)Agents, accounting, due diligence, periodic field audits, physical counts, valuations, fees of Rating Agencies associated with the rating of the Loans (in an amount not to exceed Cdn.$15,000 annually), investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f))Documents, (b) any requested amendmentsamendments (other than amendments requested solely by the Lenders), 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 of Agent or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any Lenderthe Lenders, or the taking of any action in respect of the Collateral or other securitySecurity, in connection with this Agreement or any other Loan Document, (ge) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security Security in connection with this Agreement or any other Loan Document, (hf) any attempt to enforce any Lien or security interest in any Collateral or other security Security in connection with this Agreement or any other Loan Document, (ig) any attempt to collect from any Loan Partythe Obligors, (jh) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (i) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party the Obligors involving any damage to real or personal property Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such propertyProperty, (kj) any Environmental Liabilities and Costs incurred in connection with any facility of the investigation, removal, cleanup and/or remediation of Obligors including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of any Loan Partythe Obligors, (lk) any Environmental Liabilities liabilities and Costs costs incurred in connection with any Environmental Lien, Lien or (ml) any advances or payments made by the receipt by Collateral 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) Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree to save Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) if Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, Agent may itself perform or cause performance of such covenant or agreement, and the expenses of Agent incurred in connection therewith shall be reimbursed on demand by Borrowersunder Section 13.04.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of the Collateral Agent (and, in the case of clauses (b) through (m) below, and each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Collateral Agent (and, in the case of clauses (b) through (m) below, and each Lender), 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: (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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lenders' rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Collateral Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Collateral Agent's or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the Collateral 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 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by the Collateral Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided, however, that the Borrower will not be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Lenders (except (i) to the extent that one or more local, foreign or special counsel, in addition to its regular counsel, is reasonably required and (ii) that the fees and expenses of additional counsel of Lenders shall be permitted in the event that counsel to the Lenders advises that there are actual or potential conflicts of interest, including situations in which there are one or more legal defenses available to a Lender that are different from or additional to those available to other Lenders). Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Collateral Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save the Collateral Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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 (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, the Collateral Agent or any Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Collateral Agent or such Lender incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. Borrowers will Subject to the limits set forth in the Securities Purchase Agreement, when aggregated with expenses thereunder, the Borrower shall pay on demand, demand all reasonable costs and expenses incurred prior to or arising after the Effective Date by or on behalf of the Agent (and, in the case of clauses (b) through (m) below, and each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Agent (and, in the case of clauses (b) through (m) below, and each Lender), 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: (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 6.01(b7.01(c) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(l)), (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 of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agent's or the Lenders' claims against any Loan Credit Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the 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 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 Credit Party, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Credit 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 facility of the Parent or any Loan Partyof its Subsidiaries, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, Lien or (m) the receipt by the 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) Borrowers agree to the Borrower shall pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree to the Borrower shall save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree to the Borrower shall pay all broker fees for any broker not expressly retained by the Agent or a Lender that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, Documents and (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of the Collateral Agent (and, in the case of clauses (b) through (m) below, and each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Collateral Agent (and, in the case of clauses (b) through (m) below, and each Lender), 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: (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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lenders’ rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Collateral Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Collateral Agent's ’s or the Lenders' ’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the Collateral 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 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by the Collateral Agent or any Lender of any advice from professionals with respect to any of the foregoing; provided, however, that the Borrower will not be liable for the fees and expenses of more than one separate firm of attorneys at any time for the Lenders (except (i) to the extent that one or more local, foreign or special counsel, in addition to its regular counsel, is reasonably required and (ii) that the fees and expenses of additional counsel of Lenders shall be permitted in the event that counsel to the Lenders advises that there are actual or potential conflicts of interest, including situations in which there are one or more legal defenses available to a Lender that are different from or additional to those available to other Lenders). Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Collateral Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save the Collateral Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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 (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, the Collateral Agent or any Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Collateral Agent or such Lender incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable out-of-pocket costs and expenses incurred by or on behalf of Agent the Agents (and, in the case of clauses (b) through (mj) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for any Agent (and, in the case of clauses (b) through (mj) below, each Lender), 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: (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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 the Lenders' rights of Agent or any Lender 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, Agent's the Agents' or the Lenders' claims against any Loan Party, or any and all matters in connection therewiththerewith to the extent not otherwise provided in Section 12.15, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including including, without limitation, in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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, (g) the 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, or (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 facility 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. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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, of which, on the Effective Date, there are none, and (z) 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 agreementagreement in accordance with the terms of this Agreement or any other Loan Document, and the expenses of Agent the Agents incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable costs and expenses incurred by or on behalf of the Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Agent (and, in the 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, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lenders' rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agent's or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the 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 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, ; or (m) the receipt by the 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 stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demandwithin ten (10) days after demand therefor (which demand shall include a statement of the nature thereof), all reasonable costs and expenses incurred by or on behalf of the Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Agent (and, in the 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, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating toto the following: (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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lenders' rights of Agent or any Lender under this Agreement or the other Loan Documents, ; (d) the defense of any claim or action asserted or brought against the Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agent's or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, ; (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, ; (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the 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 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) 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 facility of any Loan Party, ; (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, ; or (m) the receipt by the Agent or any Lender of any advice from professionals with respect to any of the foregoing; PROVIDED THAT with respect to clauses (d), (e) and (f) above, such costs and expenses shall not include those costs and expenses that have been determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender or Agent, as the case may be. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, impositions unless such omission is the result of the gross negligence or willful misconduct of any Lender; (y) the Borrowers agree to pay all broker and investment banking fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents (the Agent and the Lenders represent and warrant that no brokers have been engaged or retained by any of them in connection with the transactions evidenced by the Loan Documents, ); and (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' 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, 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: (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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lenders’ rights of Agent or any Lender 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, Agent's the Agents’ or the Lenders' ’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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, (g) the 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 PartyParty upon an Event of Default, (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 facility of owned or operated by any Loan Party, (l1) 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 that the Borrower’s obligation to reimburse the Agents and the Lenders for any of the costs and expenses described in clauses (a) through (m) above that are incurred on and prior to the Effective Date shall not exceed $275,000 unless the Borrower consents in writing to an increase of such amount. Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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, including without limitation a fee equal to 2.5% of the Total Term Loan Commitment payable to Libra Securities, LLC, and (z) if Borrowers fail 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 Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demandpay, within five (5) Business Days following demand therefor, all reasonable fees, costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender)Administrative Agent, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' out-of-pocket fees, costs, client charges costs and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender)Administrative Agent, accounting, due diligence, periodic field audits, physical counts, valuations, fees of Rating Agencies associated with the rating of the Loans, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f))Documents, (b) any requested amendmentsamendments (other than amendments requested solely by the Lenders), 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 of Agent or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any Lenderthe Lenders, or the taking of any action in respect of the Collateral or other securitySecurity, in connection with this Agreement or any other Loan Document, (ge) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security Security in connection with this Agreement or any other Loan Document, (hf) any attempt to enforce any Lien or security Security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (ig) any attempt to collect from any Loan Borrower or any other Credit Party, (jh) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including, without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (i) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan a Credit Party involving any damage to real or personal property Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such propertyProperty, (kj) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of any Loan Party, a Credit Party or (lk) any Environmental Liabilities liabilities and Costs costs incurred in connection with any Environmental Lien, or (m) the receipt by 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: (xi) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender the Lenders to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each Lender hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (yii) Borrowers agree the Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and (iii) during the other Loan Documentscontinuance of a Default or an Event of Default, if a Credit Party (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (zB) if Borrowers fail fails to perform make any covenant payments or agreement contained herein or in deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of any Credit Party or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 9.05, then the Administrative Agent, in its sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) set up such reserves in Borrower’s Term Loan DocumentAccount as the Administrative Agent deems necessary to protect the Lenders from the exposure created by such failure or (Z) in the case of any failure described in Section 17.04(iii)(C), obtain and maintain insurance policies of the type described in Section 9.05 and take the actions with respect to such policies which are authorized pursuant to Section 17.21(f). Any payment described above in clause (Z) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent may itself perform need not inquire as to, or cause performance of contest the validity of, any such covenant obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 17.04 are subject to the limitations set forth in Section 11.08, solely to the extent applicable. The Administrative Agent agrees to provide to the Borrower an invoice with respect to each cost or agreement, and the expenses of Agent expense incurred in connection therewith shall with the Loan Documents by any Lender promptly upon the Administrative Agent’s receipt thereof, and agrees, upon the reasonable request of the Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the right of the Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be reimbursed on demand by Borrowerscontained therein).

Expenses; Taxes; Attorneys’ Fees. Borrowers The Company will pay on demand, all reasonable costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender), HILCO regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender)HILCO, 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: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other any Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f))Documents, (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 HILCO’s rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against Agent or any Lender HILCO by any Person that arises from or relates to this Agreement, any other Loan Document, Agent's or Lenders' HILCO’s claims against any Loan Partythe Company, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any LenderHILCO, 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 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 Partythe Company, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party the Company 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 facility of any Loan Partythe Company, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, ; or (m) the receipt by Agent or any Lender HILCO 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) Borrowers agree the Company agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender HILCO to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Company agrees to save Agent and each Lender HILCO harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree the Company 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 (z) if Borrowers fail the Company fails to perform any covenant or agreement contained herein or in any other Loan Document, Agent HILCO may itself perform or cause performance of such covenant or agreement, and the expenses of Agent HILCO incurred in connection therewith shall be reimbursed on demand by Borrowersthe Company. If at any time the Expense Deposit paid to HILCO in accordance with Section 6.9 is, in the discretion of HILCO, insufficient to fund the fees and expenses incurred by HILCO in connection with the exercise of any of its rights under this Financing Agreement, the Company shall, within three (3) Business Days after HILCO’s request therefor, provide HILCO with an additional Expense Deposit.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (b) through (mn) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (b) through (mn) 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 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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 rights of Agent the Agents’ or any Lender 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, Agent's the Agents’ or the Lenders' ’ claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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, (g) the 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) 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 facility Facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (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 Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) 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; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field audits, physical counts, valuations, fees of Rating Agencies associated with the rating of the Loans, 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 Documents, (including, without limitation, the preparation of any additional Loan Documents pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(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 Lender's rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against Agent or any the Lender by any Person that arises from or relates to this Agreement, any other Loan Document, Agentthe Lender's or Lenders' claims against any the Borrower and each other Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any the 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 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) the receipt by the Lender of any advice from its professionals with respect to any of the foregoing, (k) 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, (kl) 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, or (lm) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any the Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each the Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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 DocumentsAgreement, and (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, Agent the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of Agent the Lender incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (bc) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for each Agent (and, in the case of clauses (bc) through (m) below, each Lender), 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: (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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 Lenders' rights of Agent or any Lender 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, Agent's the Agents' or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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, (g) the 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) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing, (k) 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, (kl) 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, or (lm) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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 stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) 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.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of the Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Agent (and, in the 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, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f)6.02(a), (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 of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agent's or the Lenders' claims against any Loan Partythe Borrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the 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 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 Partythe Borrower, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party the Borrower 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 facility of any Loan Partythe Borrower, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, ; or (m) the receipt by the 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) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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 (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demandpromptly following demand therefor, all reasonable fees, costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummatedAdministrative Agent, including, without limitation, reasonable attorneys' and paralegals' out-of-pocket fees, costs, client charges costs and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender)Administrative Agent, 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, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f)), (b) any requested amendmentsamendments (other than amendments requested solely by the Lenders), waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (cb) the preservation and protection of any of the Lenders’ rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (fc) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any Lenderthe Lenders, or the taking of any action in respect of the Collateral or other securitySecurity, in connection with this Agreement or any other Loan Document, (gd) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security Security in connection with this Agreement or any other Loan Document, (he) any attempt to enforce any Lien or security interest in any Collateral or other security Security in connection with this Agreement or any other Loan Document, (if) any attempt to collect from any Loan Borrower or any other Credit Party, (jg) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (h) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan a Credit Party involving any damage to real or personal property Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such propertyProperty, (ki) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of any Loan Party, a Credit Party or (lj) any Environmental Liabilities liabilities and Costs costs incurred in connection with any Environmental Lien, or (m) the receipt by 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) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender the Lenders to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each Lender hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree the Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, and (z) during the continuance of a Default or an Event of Default, if Borrowers fail a Credit Party (A) fails to perform make any covenant payments or agreement contained herein deposits with respect to any taxes of any kind or in nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other Loan Documentgovernmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 8.03, then the Administrative Agent, in their sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) in the case of any failure described in Section 14.05(z)(C), obtain and maintain insurance policies of the type described in Section 7.05 and take the actions with respect to such policies which are authorized pursuant to Section 12.21(c). Any payment described above in clause (z) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent may itself perform need not inquire as to, or cause performance of contest the validity of, any such covenant obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 14.05 are subject to the limitations set forth in Section 9.07, solely to the extent applicable. The Administrative Agent agree to provide to the Borrower an invoice with respect to each cost or agreement, and the expenses of Agent expense incurred in connection therewith shall with the Loan Documents by any Lender promptly upon the Administrative Agent’s receipt thereof, and agrees, upon the reasonable request of the Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the right of the Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be reimbursed on demand by Borrowerscontained therein).

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demandpromptly following demand therefor, all reasonable fees, costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummatedAdministrative Agent, including, without limitation, reasonable attorneys' and paralegals' out-of-pocket fees, costs, client charges costs and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender)Administrative Agent, accounting, due diligence, periodic field audits, physical counts, valuationsfees of Rating Agencies associated with the rating of the Loans, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, meals arising from or relating to: (a) subject to the terms of the Fee Letter, 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f))Documents, (b) any requested amendmentsamendments (other than amendments requested solely by the Lenders), 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 of Agent or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any Lenderthe Lenders, or the taking of any action in respect of the Collateral or other securitySecurity, in connection with this Agreement or any other Loan Document, (ge) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security Security in connection with this Agreement or any other Loan Document, (hf) any attempt to enforce any Lien or security interest in any Collateral or other security Security in connection with this Agreement or any other Loan Document, (ig) any attempt to collect from any Loan Borrower or any other Credit Party, (jh) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (i) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan a Credit Party involving any damage to real or personal property Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such propertyProperty, (kj) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of any Loan Party, a Credit Party or (lk) any Environmental Liabilities liabilities and Costs costs incurred in connection with any Environmental Lien, or (m) the receipt by 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) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender the Lenders to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each Lender hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree the Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and the other Loan Documents, and (z) during the continuance of a Default or an Event of Default, if Borrowers fail a Credit Party (A) fails to perform make any covenant payments or agreement contained herein deposits with respect to any taxes of any kind or in nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other Loan Documentgovernmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 8.03, then the Administrative ­NY12534:166729.34 Agent, in their sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) in the case of any failure described in Section 14.05(z)(C), obtain and maintain insurance policies of the type described in Section 7.05 and take the actions with respect to such policies which are authorized pursuant to Section 12.21(c). Any payment described above in clause (z) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent may itself perform need not inquire as to, or cause performance of contest the validity of, any such covenant obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 14.05 are subject to the limitations set forth in Section 9.07, solely to the extent applicable. The Administrative Agent agree to provide to the Borrower an invoice with respect to each cost or agreement, and the expenses of Agent expense incurred in connection therewith shall with the Loan Documents by any Lender promptly upon the Administrative Agent’s receipt thereof, and agrees, upon the reasonable request of the Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the right of the Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be reimbursed on demand by Borrowerscontained therein).

Expenses; Taxes; Attorneys’ Fees. Borrowers will The Borrower agrees to pay or cause to be paid, on demand, and to save the Lender harmless against liability for the payment of, all reasonable costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender)out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, including but not limited to reasonable attorneys' and paralegals' fees, costs, client charges fees and expenses of counsel for Agent (and, in the case of clauses (b) through (m) below, each Lender), accounting, due diligence, periodic field auditsaudits (not to exceed one audit per year), physical counts, valuations, investigations, searches and filingsinvestigation, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessmentssyndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lender from time to time arising from or relating to: (ai) 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 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f))Documents, (bii) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (ciii) the preservation and protection of any of the Lender's rights of Agent or any Lender under this Agreement or the other Loan Documents, (div) the defense of any claim or action asserted or brought against Agent or any the Lender by any Person that arises from or relates to this Agreement, any other Loan Document, Agentthe Lender's or Lenders' claims against any the Loan Party, or any and all matters in connection therewith, (ev) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (fvi) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any Lender, or the taking of any action in respect of the Collateral or other security, Lender in connection with this Agreement or any other Loan Document, (g) the 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, (ivii) any attempt to collect from any Loan Party, (jviii) the receipt of any advice with respect to any of the foregoing, (ix) all liabilities and costs arising from or in connection with the past, present or future operations of any the Loan Party Parties 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, (kx) 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, or (lxi) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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: (xA) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any the Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each the Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (zB) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, Agent the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of Agent the Lender incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable costs and expenses incurred by or on behalf of the Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for the Agent (and, in the 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, 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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 Lenders' rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against the Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, the Agent's or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of the 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 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, ; or (m) the receipt by the 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 stamp, document, transfer, recording (including Mortgage mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. Borrowers The Borrower will pay on demand, all reasonable costs and expenses incurred by or on behalf of each Agent (and, in the case of clauses (b) through (m) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' 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, 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: (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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 the Lenders' rights of Agent or any Lender 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, Agent's the Agents' or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding foreclosures or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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, (g) the 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) 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 facility 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. Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree 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 (z) if Borrowers fail 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 reasonable expenses of such Agent incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. Borrowers will (a) The Borrower agrees to pay on demand, or cause to be paid and to save each Bank Party harmless from and against liability for the payment of all reasonable out-of-pocket costs and expenses, including fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs, incurred by any Bank Party from time to time and arising from or on behalf of Agent relating to (and, i) in the case of clauses (b) through (m) belowany of the Agents, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent (and, in the 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, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, delivery and performance and administration of this Agreement and the other Loan Related Documents (includingincluding the Commitment Letter) and the initial syndication thereof (other than the fees of Xxxx Xxxxx Xxxx XxXxxx LLP incurred by Mellon Bank, without limitationN.A. in connection with the initial negotiation, the preparation preparation, execution and delivery of any additional Loan Documents pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f)this Agreement), (bii) in the case of the Administrative Agent or Collateral Agent, any requested amendments, modifications, supplements, waivers or consents to this Agreement or the other Loan Documents (whether or not such documents become effective ultimately entered into or are given, (cgranted) the preservation and protection of any rights of Agent to or any Lender under this Agreement or the other Loan Documents, (d) 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, Agent's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related with respect to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for of the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereofRelated Documents, (fiii) in the filing case of any petitioneach Bank Party, complaint, answer, motion the enforcement or other pleading by or on behalf preservation of Agent or any Lender, or the taking of any action in respect of the Collateral or other security, in connection with rights under this Agreement or any other Loan Documentof the Related Documents, including (A) the creation, perfection or protection of any Lien on any Collateral, (gB) the protection, collection, lease, sale, taking possession of or liquidation of, preservation of, or realization on, any Collateral Collateral, including advances for taxes, filing fees and the like, (C) collection or enforcement of any outstanding Loan or Letter of Credit Reimbursement Obligation or any other security Obligation owing to any Bank Party, (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in connection with any way to this Agreement or the Related Documents, and (E) in the case of SBC Warburg Dillon Read Inc., 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) 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 facility of any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by Agent or any Lender of any advice from professionals syndication with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrowers agree to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree to save Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and the other Loan Related Documents, and (z) if Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, Agent may itself perform or cause performance of such covenant or agreement, and the expenses of Agent incurred in connection therewith shall be reimbursed on demand by Borrowers.

Expenses; Taxes; Attorneys’ Fees. Borrowers will The Borrower agrees -------------------------------- to pay or cause to be paid, on demand, and to save the Lender harmless against liability for the payment of, all reasonable out-of-pocket expenses, costs and expenses incurred by or on behalf of Agent (and, in the case of clauses (b) through (m) below, each Lender)expenses, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, including but not limited to reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent the Lender (and, in including the case of clauses (b) through (m) below, each Lender's in-house counsel), 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, incurred by the Lender from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance performance, administration and administration termination of this Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents Documents, pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f)), (b) any requested amendmentsamendment, waivers waiver or consents consent to this Agreement or the any other Loan Documents Document, whether or not any such documents become document becomes effective or are given, (c) the preservation and protection of any of the Lender's rights of Agent or any Lender under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against Agent or any the Lender by any Person that arises from or relates to this Agreement, any other Loan Document, Agentthe Lender's or Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of Agent or any the 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 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 Partythe Borrower, (j) the receipt by the Lender of any advice from its professionals with respect to any of the foregoing, (k) 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, (kl) 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 Property of any Loan Party, or (lm) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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) Borrowers agree the Borrower agrees to pay all stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by Agent or any the Lender to be payable in connection with this Agreement or any other Loan Document, and Borrowers agree the Borrower agrees to save Agent and each the Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) Borrowers agree the Borrower agrees to pay all broker fees that may become due in connection with the transactions contemplated by this Agreement and Agreement, including, without limitation, the fees of Durham Capital Corporation, other Loan Documentsthan any fees for brokers retained by the Lender, unless otherwise expressly agreed, and (z) if Borrowers fail the Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, Agent the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of Agent the Lender incurred in connection therewith shall be reimbursed on demand by Borrowersthe Borrower.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay on demand, all reasonable and documented fees, costs and expenses (including all reasonable and documented fees, disbursements and expenses of counsel) incurred by or on behalf of each Agent (and, in the case of clauses (b) through (mj) below, each Lender), regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable attorneys' and paralegals' fees, costs, client charges and expenses of counsel for Agent (and, in the 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, 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 6.01(b7.01(b) or the review of any of the agreements, instruments and documents referred to in Section 6.01(f7.01(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 rights of Agent the Agents' or any Lender 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, Agent's the Agents' or the Lenders' claims against any Loan Party, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention or participation in, any court or judicial proceeding arising from or related to this Agreement or any other Loan Document, including in connection with any bankruptcy, reorganization, assignment for the benefit of creditors, foreclosure, Insolvency Proceeding or other similar proceedings related to any Loan Party or the Collateral, including in any adversary proceeding or contested matter commenced or continued by, on behalf of, or against any Loan Party or its estate, and any appeal or review thereof, (f) the filing of any petition, complaint, answer, motion or other pleading by or on behalf of 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 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, (hf) 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, (ig) any attempt to collect from any Loan Party, (jh) 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, (ki) 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, or (lj) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien, or (m) the receipt by 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 stamp, document, transfer, recording (including Mortgage recording) or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to save each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, (y) 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 (z) 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.