Common use of Payment of Costs and Expenses Clause in Contracts

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Party) incurred by such Loan Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Lender, and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentLender) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Lender) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers jointly and severally agree to pay on demand all reasonable and invoiced expenses of the Administrative each Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxx, Xxxxx & Sterling LLPXxxxx, counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentAgents) in connection with (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower Borrowers further agrees agree to jointly and severally pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower Borrowers also agrees agree to jointly and severally reimburse each Loan Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Secured Party) incurred by such Loan Secured Party in connection with (x) the negotiation of any restructuring or “"work-out” " with the either Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Lender, and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentLender) in connection with (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Lender) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, any counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative Agent) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Credit Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Credit Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing filing, recording, refiling or recording rerecording of any Loan Credit Document and/or any financing statements relating thereto and all amendments, supplements, amendment amendments and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms of any Loan Credit Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Credit Document. The Borrower further agrees to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Credit Document, the Credit Extensions Loans or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Secured Party) incurred by such Loan Secured Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on within 10 days of demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) with the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) , the filing filing, recording, refiling or recording rerecording of any Loan Document mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and (c) mortgage, any pledge agreement or any security agreement, and the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Administrative Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Administrative Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative AgentLender) up to $___________ in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing filing, recording, refiling or recording rerecording of the Mortgage and the Security Agreement and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; the Mortgage or the Security Agreement, and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNote or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxx & Sterling Xxxxx LLP, counsel to the Administrative Agent its counsel, and of local counsel, if any, who may be retained by or on behalf of the Administrative Agent) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment amendments and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Credit Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the any Notes. The Borrower also agrees to reimburse each Loan Party Lender and the Administrative Agent upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of one counsel (and any local counsel) to each of the Administrative Agent and Macquarie Bank Limited and one or, if and to the extent necessary as a result of conflicts of interest, more counsel to each Loan Partythe other Lenders) incurred by such Loan Party any Lender and the Administrative Agent in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and Obligations, (y) the enforcement of any ObligationsObligations or (z) the exercise of any right or remedy under any Loan Document.

Payment of Costs and Expenses. The Borrower agrees to pay on within 10 days of demand all reasonable and invoiced expenses of the Administrative each Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative such Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative such Agent) in connection with (a) with the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) , the filing filing, recording, refiling or recording rerecording of any Loan Document mortgage, any pledge agreement and any Security Agreement and/or any other lien or notice filings relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and (c) mortgage, any pledge agreement or any security agreement, and the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the such Loan Party Agent or such Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Xxxxxxx agrees to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Xxxxxxx further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions or borrowings hereunder, the issuance of the Notes, the issuance of the Letters of Credit, or any other Loan Documents. The Borrower also Xxxxxxx agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Mayer, Brown, Xxxx & Sterling Maw LLP, counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentAgents) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the actual costs of filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower Borrowers further agrees to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Agents) incurred by the Agents or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the BorrowerBorrowers, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Lender, and of local counsel, if any, who which may be retained by or on behalf of the Administrative AgentLender) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party hold the Lender harmless from all liability for, any stamp or other taxes Taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions Loans or the issuance of the NotesNote. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Lender) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including including, without limitation, the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counselconsultants, if any, who may be retained in connection with the transactions contemplated hereby by or on behalf of the Administrative AgentLender) in connection with (a) the negotiationfiling, preparationrecording, execution and delivery refiling or rerecording of each the Loan Document, including schedules and exhibits, Documents and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not security instruments executed in connection with the transactions contemplated hereby are consummatedhereby; and (b) the filing sums paid or recording of incurred to pay any Loan Document and all amendments, supplements, amendment and restatements and other modifications to amount or take any thereof, any and all other documents or instruments of further assurance action required to be filed or recorded by the terms of any Borrower under the Loan Document; and (c) Documents that the preparation and review of the form of any document Borrower fails to pay or instrument relevant to any Loan Documenttake. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions Loans hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable expenses (including, without limitation, the fees and out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partyand consultants, if any, who may be retained by such persons) incurred by such Loan Party the Lender in connection with (xi) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (yii) the enforcement of any Obligations. The Borrower further agrees to reimburse the Lender on demand for all reasonable administration, audit and monitoring expenses incurred in connection with the Eligible Accounts and Eligible Inventory and determinations in respect thereof which are incurred during the continuance of an Event of Default.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent (and of local counsel, if any, who may be retained by or on behalf of the Administrative Agentsuch counsel)) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions or borrowings hereunder, the issuance of the Notes, the issuance of the Letters of Credit, or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-out- of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Company agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Company further agrees to pay, and to save each Loan Party the Administrative Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents or the acceptance of telephonic or other instructions for making Loans. The Borrower Company also agrees to reimburse the Administrative Agent and each Loan Party Lender upon demand for all its reasonable expenses, including fees and out-of-pocket expenses of counsel (including reasonable attorneys’ fees and legal expenses counsel who may be employees of counsel to each Loan Party) the Administrative Agent or such Lender), incurred by the Administrative Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Conoco (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentConoco) in connection with with (ai) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and , (bii) the filing filing, recording, refiling or recording rerecording of the Collateral Documents and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and of the Collateral Documents, and (ciii) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party Conoco harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings and credit extensions hereunder, or the issuance of the NotesVessel Note or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party Conoco upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsLoan Documents.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable fees (on a solicitor and invoiced fees his own client basis) and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of the Administrative Agentcounsel to Lender) in connection with with (ai) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and and (bii) the filing filing, recording, refiling or re-recording of the Debenture and/or any Loan Document personal property security legislation financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or re-recorded by the terms hereof or of any Loan Documentthe Debenture or the Debenture Pledge Agreement; and and (ciii) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party Lender harmless from all liability for, any stamp or other taxes Taxes which may be payable in connection with the execution or delivery of each this Agreement, or any other Loan Document, the Credit Extensions Documents or the issuance of the Notesborrowings hereunder. The Borrower also agrees to reimburse each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ counsel fees (on a solicitor and his own client basis) and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party Lender in connection with (xA) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (yB) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative AgentLender) in connection with: (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing filing, recording, refiling or recording rerecording of the Security Agreement and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Documentthe Security Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions Loans hereunder, or the issuance of the NotesNote or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Guarantor agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) a. the negotiation, preparation, execution and delivery of the Credit Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to the Credit Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) b. the preparation and review of the form of any document or instrument relevant to the Credit Agreement or any other Loan Document. The Borrower Guarantor further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthe Credit Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower Guarantor also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. The Guarantor acknowledges and agrees that each Participant, for purposes of this Section 20, shall be considered a Lender.

Payment of Costs and Expenses. The Borrower agrees to pay on within 10 days of demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-out- of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) with the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) , the filing filing, recording, refiling or recording rerecording of any Loan Document mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and (c) mortgage, any pledge agreement or any security agreement, and the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Administrative Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Administrative Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent, the Collateral Agent, the Lenders and the Issuers harmless from all liability for, any stamp or other taxes (other than those items excluded from the definition of "Taxes" in Section 4.6) which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender and Issuer upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Lender, and of any local counsel, if any, counsel who may be retained by or on behalf of the Administrative AgentLender) in connection with (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party hold the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions Loans or the issuance of the NotesNote. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Lender) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Administrative Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions Loans made hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Administrative Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with: (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing filing, recording, refiling or recording rerecording of any Loan Document Security Agreement and any UCC financing statements relating thereto, as well as all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; such Security Agreement, and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations the transactions contemplated in this Agreement or the other Loan Documents, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the all reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentLender) in connection with (a) the negotiation, preparation, due diligence, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document (whether or not the same shall be consummated or become effective) as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing filing, recording, refiling or recording rerecording of the Pledge Agreement and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Documentthe Pledge Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions hereunder, or the issuance of the NotesNote or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all actual and reasonable and invoiced expenses of the Administrative Agent Lender (including the all reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, at counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentLender) in connection with (a) the negotiationnegotiation preparation, preparationdue diligence, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document (whether or not the same stall be consummated or become effective) as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions hereunder, or the issuance of the NotesNote, or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentAgents) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the actual costs of filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower Borrowers further agrees agree to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Agents) incurred by the Agents or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the BorrowerBorrowers, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand reasonable all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery syndication of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and, (b) the filing filing, recording, refiling or recording rerecording of the Security Agreement and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; the Security Agreement, and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative AgentLender) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing filing, recording, refiling or recording rerecording of any Loan Document the Collateral Documents and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Collateral Document; , and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan DocumentDocument or any amendment thereto or modification thereof. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp stamp, documentary or other taxes which may be payable in connection with the execution or delivery of each any Loan Document, the Credit Extensions Advances hereunder or the issuance of the NotesNote. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent (and of local counsel, if any, who may be retained by or on behalf of the Administrative Agentsuch counsel)) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions or borrowings hereunder, the issuance of the Notes, the issuance of the Letters of Credit, or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and invoiced expenses of the Administrative Agent Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxx & Sterling Xxxxxxx Table of Contents LLP, counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentAgents) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the actual costs of filing or recording of any Loan Document (including the Filing Statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower Borrowers further agrees agree to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Agents) incurred by the Agents or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the BorrowerBorrowers, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) with the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) , and the filing or recording of any Loan Document financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded registered by the terms hereof or of any Loan Document; and (c) the Security Documents, and the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Administrative Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder or the issuance of the Notesany other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Loan Party Lender upon demand for all reasonable reasonable, out-of-pocket expenses (including reasonable attorneys’ fees and legal out- of-pocket expenses of legal counsel to each Loan Partyand legal expenses) incurred by the Administrative Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of the Administrative Agentcounsel to Lender) in connection with with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and and (b) the filing filing, recording, refiling or recording rerecording of the Mortgage, the Pledge Agreement, the Warrant and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Documentthe Mortgage, the Pledge Agreement or the Warrant; and and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNote or any other Loan Documents. The Borrower also agrees to reimburse each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing filing, recording, refiling or recording rerecording of any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment amendments and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions hereunder, or the issuance of the Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Loan Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Secured Party) incurred by such Loan Secured Party in connection with (x) the negotiation of any restructuring or “"work-out” " with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on ----------------------------- demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders and Issuers harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender and Issuer upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Agents (including the reasonable and invoiced fees and fees, out-of-pocket expenses and other charges of Shearman Mayex, Xxowx & Sterling LLP, counsel to the Administrative Agent and Xlatx xxx of local counsel, if any, who may be retained by or on behalf of the Administrative AgentAgents) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery ongoing administration (including analyzing and/or providing legal advice) of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated; and (b) the filing or recording filing, recording, refiling and rerecording of any Loan Document and/or any Filing Statements relating thereto and all amendments, supplements, amendment amendments and restatements and other modifications to any thereof, searches made following the Effective Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed filed, recorded, refiled or recorded rerecorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Party) incurred by such Loan Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.; and

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable and invoiced out-of-pocket expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, any counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of the Administrative Agent) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Credit Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Credit Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing filing, recording, refiling or recording rerecording of any Loan Credit Document and/or any financing statements relating thereto and all amendments, supplements, amendment amendments and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms of any Loan Credit Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Credit Document. The Borrower Borrowers further agrees agree to pay, and to save each Loan Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Credit Document, the Credit Extensions Loans or the issuance of the Notes. The Borrower Borrowers also agrees agree to reimburse each Loan Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Secured Party) incurred by such Loan Secured Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Lender and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative AgentLender) in connection with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing filing, recording, refiling or recording rerecording of any Loan Document the Collateral Documents and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Collateral Document; , and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan DocumentDocument or any amendment thereto or modification thereof. The Borrower further agrees to pay, and to save each Loan Party the Lender harmless from all liability for, any stamp stamp, documentary or other taxes which may be payable in connection with the execution or delivery of each any Loan Document, the Credit Extensions Advances hereunder or the issuance of the NotesNote. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to ----------------------------- pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with with (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent Lender (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxxxxxx & Sterling Xxxxxxx LLP, counsel to the Administrative Agent Lender, and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentLender) in connection with: (a) the negotiation, preparation, execution and delivery of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and; (b) the filing or recording of any Loan Document (including any financing statements) and all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Borrower further agrees to pay, and to save each Loan Party hold the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions Loan or the issuance of the NotesNote. The Borrower also agrees to reimburse each Loan Party the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Partythe Lender) incurred by such Loan Party the Lender in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, a single counsel to the Administrative Agent Agent, and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution execution, delivery or administration of this Agreement and delivery of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing or recording of any Loan Document and all amendments, supplements, amendment and restatements and other modifications to any thereof, any and all other documents or instruments of further assurance required to be filed or recorded by the terms of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agent, each Loan Party Issuer and the Lenders harmless from all liability for, any stamp or other taxes (other than income taxes) which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions or the issuance of the NotesLetters of Credit, or any other Loan Documents. The Borrower also agrees to reimburse the Agent, each Loan Party Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsObligations upon and during the continuing of an Event of Default.

Payment of Costs and Expenses. The Borrower Each Borrower, jointly and severally, agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLPBakxx Xxtxx, X.L.P., counsel to the Administrative Agent and of local or foreign counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with: (a) the syndication of the Loans, the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan Document, including schedules schedules, opinions and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; andconsummated and the consummation and administration of the transactions contemplated hereby and thereby; (b) the filing filing, recording or recording refiling or rerecording of any Loan Document and/or any U.C.C. financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms of any Loan Document; and; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; (d) post-closing lien searches required pursuant to Section 5.2.6; (e) the enforcement or preservation of any rights under this Agreement, any Loan Document. The Borrower further agrees to pay, and to save each Loan Party harmless from all liability for, or any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Document, the Credit Extensions or the issuance of the Notes. The Borrower also agrees to reimburse each Loan Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to each Loan Party) incurred by such Loan Party in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.document related thereto; and

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with with (a) the negotiation, preparation, execution execution, delivery and delivery syndication of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and , (b) the filing filing, recording, refiling or recording rerecording of the Security Agreement and/or any Loan Document Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and the Security Agreement, and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesNotes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent and of local counsel, if any, who may be retained by or on behalf of counsel to the Administrative Agent) in connection with: (a) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing filing, recording, refiling or recording rerecording of any Loan Document Security Agreement and any UCC financing statements relating thereto, as well as all amendments, supplements, amendment supplements and restatements and other modifications to any thereof, thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; such Security Agreement, and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save each Loan Party the Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of each Loan Documentthis Agreement, the Credit Extensions borrowings hereunder, or the issuance of the NotesPIK Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Loan Party Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partyexpenses) incurred by the Agent or such Loan Party Lender in connection with (x) the negotiation of any restructuring or “"work-out” with the Borrower", whether or not consummated, of any Obligations the transactions contemplated in this Agreement or the other Loan Documents, and (y) the enforcement of any Obligations.