Common use of Other Fees, Costs and Expenses Clause in Contracts

Other Fees, Costs and Expenses. Each Borrower shall pay to the Agent on demand all fees, costs and expenses incurred by the Agent in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) including, without limitation: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection any check or item of payment received by and/or delivered to any Collecting Bank or the Agent or any Lender on account of the Obligations; (iii) arising out of the Agent's indemnification of any Collecting Bank against damages incurred by such Collecting Bank in the operation of a Blocked Account; (iv) in connection with the Agent's forwarding to any Borrower the proceeds of loans or advances hereunder including, without limitation, transfer fees; (v) arising from photocopying and other mechanical or electronic reproduction in connection with the rights of inspection under SUBSECTION 7.2; (vi) in connection with the negotiation, preparation, review, execution, delivery and ongoing administration of the Financing Agreements and all amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals and all Taxes payable in connection with this Agreement or the other Financing Agreements, whether such fees, costs and expenses are incurred prior to, on or after the Closing Date; (vii) in connection with any documentation, negotiation, review or closing with respect to any Subordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals; (viii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) days following the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate Loans.

Other Fees, Costs and Expenses. Each Borrower shall pay to the Agent on demand all fees, costs and expenses incurred by the Agent in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) including, without limitation: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection any check or item of payment received by and/or delivered to any Collecting Bank or the Agent or any Lender on account of the Obligations; (iii) arising out of the Agent's indemnification of any Collecting Bank against damages incurred by such Collecting Bank in the operation of a Blocked Account; (iv) in connection with the Agent's forwarding to any Borrower the proceeds of loans or advances hereunder including, without limitation, transfer fees; (v) arising from photocopying and other mechanical or electronic reproduction in connection with the rights of inspection under SUBSECTION subsection 7.2; (vi) in connection with the negotiation, preparation, review, execution, delivery and ongoing administration of the Financing Agreements and all amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals and all Taxes payable in connection with this Agreement or the other Financing Agreements, whether such fees, costs and expenses are incurred prior to, on or after the Closing Date; (vii) in connection with any documentation, negotiation, review or closing with respect to any Subordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals; (viii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED provided that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) days following the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate Loans.

Other Fees, Costs and Expenses. Each The Borrower shall pay to reimburse the Agent on demand for all out-of-pocket fees, costs and expenses reasonably incurred by the Agent in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) including, without limitation: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection any check or item of payment received by and/or delivered to any Collecting Bank or the Agent or any Lender on account of the Obligations; (iii) arising out of the Agent's indemnification of any Collecting Bank against damages incurred by such Collecting Bank in the operation of a Blocked Account; (iv) in connection with the Agent's forwarding to any the Borrower the proceeds of loans or advances hereunder including, without limitation, transfer fees; (v) arising from photocopying and other mechanical or electronic reproduction in connection with the rights of inspection under SUBSECTION subsection 7.2; (vi) in connection with the negotiation, preparation, review, execution, execution and delivery and ongoing administration of the Financing Agreements and all amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's outside attorneys and paralegals and all Taxes payable in connection with this Agreement or the other Financing Agreements, whether such fees, costs and expenses are incurred prior to, on or after the Closing Date; (vii) in connection with any documentation, negotiation, review or closing with respect to any Subordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals; (viii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral in accordance with subsection 10.2 and (ixviii) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The Borrowers Borrower shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) days following the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate Loans.to

Other Fees, Costs and Expenses. Each Borrower shall pay to the Agent and the Audit Agent on demand all fees, costs and expenses incurred by the Agent and the Audit Agent (for purposes of CLAUSES (i) and (v) below only, and only to the extent incurred in the performance of its obligations as the Audit Agent hereunder) in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) including, without limitation: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection any check or item of payment received by and/or delivered to any Collecting Bank or the Agent or any Lender on account of the Obligations; (iii) arising out of the Agent's indemnification of any Collecting Bank against damages incurred by such Collecting Bank in the operation of a Blocked Account; (iv) in connection with the Agent's forwarding to any Borrower the proceeds of loans or advances hereunder including, without limitation, transfer fees; (v) arising from photocopying and other mechanical or electronic reproduction in connection with the rights of inspection under SUBSECTION 7.2; (vi) in connection with the negotiation, preparation, review, execution, delivery and ongoing administration of the Financing Agreements and all amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals and all Taxes payable in connection with this Agreement or the other Financing Agreements, whether such fees, costs and expenses are incurred prior to, on or after the Closing Date; (vii) in connection with any documentation, negotiation, review or closing with respect to any Subordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals; (viii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding); PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) days following the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate Loans.

Other Fees, Costs and Expenses. Each Borrower shall pay to the Agent on demand all All fees, costs and expenses incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection and secured by the Collateral) , including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank Bank" (as hereinafter defined) or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by such the Collecting Bank in the operation of a Blocked Account; (iviii) in connection with the Agent's forwarding to any Borrower the Borrowers the proceeds of loans or advances hereunder including, without limitation, transfer feeshereunder; (viv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under SUBSECTION 7.2subsection 7.2 hereof; (viv) in connection with the documentation, negotiation, preparation, review, execution, delivery closing and ongoing administration of the Financing Agreements loans described herein (including any and all amendments, modifications and amendments or waivers with respect hereto or with respect to the other Financing Agreements Agreements), including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals paralegals; and all Taxes taxes payable in connection with this Agreement or the other Financing AgreementsAgreements (other than taxes measured on the overall net income or capital of the Agent or any Lender), whether such fees, costs expenses and expenses fees are incurred prior to, on or after the Closing Datedate hereof; (viivi) in connection with any documentation, negotiation, closing and review of subordinated debt (including any offering or closing with respect to refinancing of any Subordinated Debtsubordinated debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (viiivii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Collateral or the Agent's Liens security interest or liens therein in the Collateral accordance with subsections 9.2 and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements9.3 hereof. The Borrowers shall reimburse the Agent and the Lenders for all out of pocket foregoing fees, costs and expenses (other than those incurred by the Agent pursuant to subsection 9.2 or any Lender (which fees, costs and expenses 9.3 hereof) shall be part of payable within 30 days following the Obligations Agent's statement and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or actionrequest for payment thereof, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) 30 days following the Agent's such statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Base Rate or Default Rate then applicable to Base the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate Loansthen applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing Agreement.

Other Fees, Costs and Expenses. Each The Borrower shall pay to the Agent on demand all reasonable fees, costs and expenses incurred by the Agent in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) including, without limitation: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection any check or item of payment received by and/or delivered to any Collecting Bank or the Agent or any Lender on account of the Obligations; (iii) arising out of the Agent's indemnification of any Collecting Bank against damages incurred by such Collecting Bank in the operation of a Blocked Account; (iv) in connection with the Agent's forwarding to any the Borrower the proceeds of loans or advances hereunder including, without limitation, transfer fees; (v) arising from photocopying and other mechanical or electronic reproduction in connection with the rights of inspection under SUBSECTION 7.2; (vi) in connection with the negotiation, preparation, review, execution, execution and delivery and ongoing administration of the Financing Agreements and all amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals and all Taxes payable in connection with this Agreement or the other Financing Agreementsparalegals, whether such fees, costs and expenses are incurred prior to, on or after the Closing Date; (viivi) in connection with any documentation, negotiation, review or closing with respect to any Subordinated Debtsubordinated indebtedness, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegalsparalegals (including, without limitation, the usual and customary charges of the Agent's internal counsel); and (viiivii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in accordance with subsection 10.2 or in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (which fees, costs and expenses shall be part of the Obligations and secured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid ten (10) days following the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate LoansRate.