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

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay upon demand therefor, all of the following fees, costs, expenses and other charges (the “Lender Expenses”): (a) all reasonable out-of-pocket fees, costs and expenses incurred by or on behalf of any Agent, (including attorneys, consultants, advisors and agents retained by such Agent) and miscellaneous disbursements, examination, and travel, lodging and meals arising from or relating to or incurred in (i) the negotiation, preparation, execution, delivery, performance, administration, monitoring, amendment or termination of this Agreement, the other Loan Documents and all other documents and agreements relating to the transactions contemplated hereby or thereby (whether incurred before or after the date of this Agreement) or any consents, amendments, waivers or other modifications thereof, whether or not such documents become effective or are given, (ii) the preservation and protection of any of the Agents’, L/C Issuers’ or Lenders’ rights under this Agreement or the other Loan Documents, (iii) the filing of any petition, complaint, answer, motion or other pleading by any Agent, any L/C Issuer 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, (iv) the protection, collection, lease, sale, taking possession, liquidation or release of any Collateral or other security in connection with this Agreement or any other Loan Document, (v) any attempt to create, perfect, record, correct, release or enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (vi) any attempt to enhance the likelihood of repayment of the Obligations or to collect any Obligations from any Credit Party, any Collateral or any other source of repayment, (vii) all collateral audit, appraisal and valuation fees and charges (including any expenses and allocated costs of personnel employed by an Agent) and all financial advisor fees and expenses, and (viii) otherwise in connection with the Lenders’ and L/C Issuers’ transactions with the Credit Parties or their Subsidiaries, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches, searches with the patent and trademark office, the copyright office or any other governmental or central registry), filing, recording, publication, real estate surveys, title policies and endorsements, environmental audits, insurance costs and any other out-of-pocket expenses necessary or desirable to administer the Loan Documents or to create or perfect the liens in favor of any Agent, L/C Issuer or Lenders or which the Borrowers are required to pay hereunder, (b) all reasonable fees, costs and expenses incurred in obtaining any advice regarding any Credit Party, Loan Document or transaction contemplated hereby or thereby from professionals (including, without limitation, the reasonable fees of attorneys, auditors, accountants, advisors and consultants) for any Agent and, during the continuance of an Event of Default, a single counsel for all Lenders and L/C Issuers 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, (c) all liabilities and costs arising from or in connection with the past, present or future operations of a 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, (d) all Environmental Liabilities and Costs incurred in connection with any Collateral, the Loan Documents or any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of a Credit Party, (e) all liabilities and costs incurred in connection with any Environmental Lien, (f) all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent to be payable in connection with this Agreement or any other Loan Document, and 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, (g) all broker fees if any with respect to any broker retained by a Credit Party or any Subsidiary of a Credit Party that may become due in the connection with the transactions contemplated by this Agreement, (h) during the continuance of an Event of Default, all amounts expended by the Agents, if any, to correct a Credit Party’s failure to (i) 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, (ii) make any payments or 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 (iii) make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with SECTION 8.03, which amounts the Administrative Agent or the Collateral Agent, each in its sole discretion and without prior notice to the Borrowers, may but shall not be required to make payment of the same or any part thereof, or, in the case of any failure to comply with SECTION 8.03, make payments to obtain and maintain insurance policies of the type described in SECTION 8.03; (i) all other costs or expenses required to be paid by a Credit Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lenders, (j) charges paid or incurred by an Agent resulting from the dishonor of checks, (k) reasonable expenditures made by any Agent in connection with the custody or preservation of any of the Collateral or of the Liens in favor of any Agent, including payment of any amounts to preserve rights of the Credit Parties under any Material Contracts or other agreements necessary or desirable to maintain the value of the Collateral, (l) reasonable costs and expenses paid or incurred by any Agent or one or more of the Lenders or L/C Issuers in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the relationship of any one or more of the Lenders or L/C Issuers with any Credit Party or any Subsidiary of a Credit Party, and (m) each Agent’s reasonable costs and expenses (including attorneys’, accountants’, consultants’, and other advisors’ fees and expenses) and reasonable fees, costs and expenses for one counsel to separately represent the Lenders and the L/C Issuers, in each case, incurred after the occurrence of any Default or Event of Default, including in any forbearance, workout or restructuring of the Obligations, in any bankruptcy or insolvency case or proceeding or in terminating, enforcing, or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

Expenses; Taxes; Attorneys’ Fees. The Borrowers will pay upon demand therefor, all of the following fees, costs, expenses and other charges (the “Lender Expenses”): (a) all reasonable out-of-pocket fees, costs and expenses incurred by or on behalf of any Agent, (including attorneys, consultants, advisors and agents retained by such Agent) and miscellaneous disbursements, examination, and travel, lodging and meals arising from or relating to or incurred in (i) the negotiation, preparation, execution, delivery, performance, administration, monitoring, amendment or termination of this Agreement, the other Loan Documents and all other documents and agreements relating to the transactions contemplated hereby or thereby (whether incurred before or after the date of this Agreement) or any consents, amendments, waivers or other modifications thereof, whether or not such documents become effective or are given, (ii) the preservation and protection of any of the Agents’, L/C Issuers’ Agent’s or Lenders’ Lender’s rights under this Agreement or the other Loan Documents, (iii) the filing of any petition, complaint, answer, motion or other pleading by any Agent, any L/C Issuer Agent or any Lenderthe Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (iv) the protection, collection, lease, sale, taking possession, liquidation or release of any Collateral or other security in connection with this Agreement or any other Loan Document, (v) any attempt to create, perfect, record, correct, release or enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (vi) any attempt to enhance the likelihood of repayment of the Obligations or to collect any Obligations from any Credit Party, any Collateral or any other source of repayment, (vii) all collateral audit, appraisal and valuation fees and charges (including any expenses and allocated costs of personnel employed by an Agent) and all financial advisor fees and expenses, and (viii) otherwise in connection with the Lenders’ and L/C Issuers’ transactions with the Credit Parties or their Subsidiaries, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches, searches with the patent and trademark office, the copyright office or any other governmental or central registry), filing, recording, publication, real estate surveys, title policies and endorsements, environmental audits, insurance costs and any other out-of-pocket expenses necessary or desirable to administer the Loan Documents or to create or perfect the liens in favor of any Agent, L/C Issuer the Collateral Agent or the Lenders or which the Borrowers are required to pay hereunder, (b) all reasonable fees, costs and expenses incurred in obtaining any advice regarding any Credit Party, Loan Document or transaction contemplated hereby or thereby from professionals (including, without limitation, the reasonable fees of attorneys, auditors, accountants, advisors and consultants) for any Agent and, during the continuance of an Event of Default, a single counsel for all Lenders and L/C Issuers 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, (c) all liabilities and costs arising from or in connection with the past, present or future operations of a 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, (d) all Environmental Liabilities and Costs incurred in connection with any Collateral, the Loan Documents or any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of a Credit Party, (e) all liabilities and costs incurred in connection with any Environmental Lien, (f) all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent to be payable in connection with this Agreement or any other Loan Document, and 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, (g) all broker fees if any with respect to any broker retained by a Credit Party or any Subsidiary of a Credit Party that may become due in the connection with the transactions contemplated by this Agreement, (h) during the continuance of an Event of Default, all amounts expended by the Agents, if any, to correct a Credit Party’s failure to (i) 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, (ii) make any payments or 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 (iii) make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with SECTION 8.03, which amounts the Administrative Agent or the Collateral Agent, each in its sole discretion and without prior notice to the Borrowers, may but shall not be required to make payment of the same or any part thereof, or, in the case of any failure to comply with SECTION 8.03, make payments to obtain and maintain insurance policies of the type described in SECTION 8.03; (i) all other costs or expenses required to be paid by a Credit Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lenders, (j) charges paid or incurred by an Agent resulting from the dishonor of checks, (k) reasonable expenditures made by any Agent in connection with the custody or preservation of any of the Collateral or of the Liens in favor of any the Collateral Agent, including payment of any amounts to preserve rights of the Credit Parties under any Material Contracts or other agreements necessary or desirable to maintain the value of the Collateral, (l) reasonable costs and expenses paid or incurred by any Agent or one or more of the Lenders or L/C Issuers in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the relationship of any one or more of the Lenders or L/C Issuers with any Credit Party or any Subsidiary of a Credit Party, and (m) each Agent’s reasonable costs and expenses (including attorneys’, accountants’, consultants’, and other advisors’ fees and expenses) and reasonable fees, costs and expenses for one counsel to separately represent the Lenders and the L/C IssuersLenders, in each case, incurred after the occurrence of any Default or Event of Default, including in any forbearance, workout or restructuring of the Obligations, in any bankruptcy or insolvency case or proceeding or in terminating, enforcing, or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

Expenses; Taxes; Attorneys’ Fees. The Borrowers Borrower will pay upon demand thereforon demand, all of the following fees, costs, expenses and other charges (the “Lender Expenses”): (a) all reasonable out-of-pocket fees, costs and expenses incurred by or on behalf of any Agenteach Agent (and, in the case of clauses (including attorneysb) through (m) below, consultantseach Lender), advisors regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and agents retained by such Agentexpenses 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, and travel, lodging and meals meals, arising from or relating to or incurred in to: (ia) the negotiation, preparation, execution, delivery, performance, administration, monitoring, amendment or termination performance and administration of this Agreement, Agreement and the other Loan Documents (including, without limitation, the preparation of any additional Loan Documents pursuant to 0 or the review of any of the agreements, instruments and all other documents and agreements relating referred to the transactions contemplated hereby or thereby in 0), (whether incurred before or after the date of this Agreementb) or any consents, requested amendments, waivers or consents to this Agreement or the other modifications thereof, Loan Documents whether or not such documents become effective or are given, (iic) the preservation and protection of any of the Agents’, L/C Issuers’ or Lenders’ ' rights under this Agreement or the other Loan Documents, (iiid) the defense of any claim or action asserted or brought against any Agent or any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, 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 in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Agent, any L/C Issuer 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, (ivg) the protection, collection, lease, sale, taking possessionpossession of or liquidation of, liquidation or release of any Collateral or other security in connection with this Agreement or any other Loan Document, (vh) any attempt to create, perfect, record, correct, release or enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (vii) any attempt to enhance the likelihood of repayment of the Obligations or to collect any Obligations from any Credit Loan Party, any Collateral or any other source of repayment, (vii) all collateral audit, appraisal and valuation fees and charges (including any expenses and allocated costs of personnel employed by an Agent) and all financial advisor fees and expenses, and (viii) otherwise in connection with the Lenders’ and L/C Issuers’ transactions with the Credit Parties or their Subsidiaries, including fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches, searches with the patent and trademark office, the copyright office or any other governmental or central registry), filing, recording, publication, real estate surveys, title policies and endorsements, environmental audits, insurance costs and any other out-of-pocket expenses necessary or desirable to administer the Loan Documents or to create or perfect the liens in favor of any Agent, L/C Issuer or Lenders or which the Borrowers are required to pay hereunder, (b) all reasonable fees, costs and expenses incurred in obtaining any advice regarding any Credit Party, Loan Document or transaction contemplated hereby or thereby from professionals (including, without limitation, the reasonable fees of attorneys, auditors, accountants, advisors and consultants) for any Agent and, during the continuance of an Event of Default, a single counsel for all Lenders and L/C Issuers 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, (cj) all liabilities and costs arising from or in connection with the past, present or future operations of a Credit any Loan 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 Property, property, (dk) all any Environmental Liabilities and Costs incurred in connection with any Collateralthe investigation, the Loan Documents or any Credit Party including any Remedial Action for removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of a Credit any Loan Party, , (el) all liabilities any Environmental Liabilities and costs Costs incurred in connection with any Environmental Lien, , or (fm) the receipt by any Agent or any Lender of any advice from professionals with respect to any of the foregoing. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the any Agent or any Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower 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, , (gy) the Borrower agrees to pay all broker fees if any with respect to any broker retained by a Credit Party or any Subsidiary of a Credit Party for its brokers that may become due in the connection with the transactions contemplated by this Agreement, (h) during the continuance of an Event of Default, all amounts expended by the Agents, if any, to correct a Credit Party’s failure to (i) 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, (ii) make any payments or 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 (iii) make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with SECTION 8.03, which amounts the Administrative Agent or the Collateral Agent, each in its sole discretion and without prior notice to the Borrowers, may but shall not be required to make payment of the same or any part thereof, or, in the case of any failure to comply with SECTION 8.03, make payments to obtain and maintain insurance policies of the type described in SECTION 8.03; (i) all other costs or expenses required to be paid by a Credit Party or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lenders, (j) charges paid or incurred by an Agent resulting from the dishonor of checks, (k) reasonable expenditures made by any Agent in connection with the custody or preservation of any of the Collateral or of the Liens in favor of any Agent, including payment of any amounts to preserve rights of the Credit Parties under any Material Contracts or other agreements necessary or desirable to maintain the value of the Collateral, (l) reasonable costs and expenses paid or incurred by any Agent or one or more of the Lenders or L/C Issuers in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the relationship of any one or more of the Lenders or L/C Issuers with any Credit Party or any Subsidiary of a Credit Party, and (m) each Agent’s reasonable costs and expenses (including attorneys’, accountants’, consultants’, and other advisors’ fees and expenses) and reasonable fees, costs and expenses for one counsel to separately represent the Lenders Agreement and the L/C Issuers, in each case, incurred after the occurrence of any Default or Event of Default, including in any forbearance, workout or restructuring of the Obligations, in any bankruptcy or insolvency case or proceeding or in terminating, enforcing, or defending the other Loan Documents, irrespective of whether suit is brought, and (z) if the Borrower fails to perform any covenant or agreement contained herein or in taking any Remedial Action concerning other Loan Document, any Agent may itself perform or cause performance of such covenant or agreement, and the Collateralexpenses of such Agent incurred in connection therewith shall be reimbursed on demand by the Borrower.