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 expenses of the Lender (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Administrative Agent (including the fees and out-of-pocket expenses of counsel to the Lender Administrative Agent and of local counsel, if any, who may be retained by counsel to the LenderAdministrative Agent) up to $___________ 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, recording, refiling or rerecording of the Mortgage any mortgage, any pledge agreement and the any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage any mortgage, any pledge agreement or the Security Agreementany security agreement, and (c) 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of Mayer, Brown, Xxxx & Maw LLP, counsel to the Lender Agents and of local counsel, if any, who may be retained by counsel to or on behalf of the LenderAgents) 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, recording, refiling actual costs of filing or rerecording recording of any Loan Document (including the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Borrowers further agrees to pay, and to save the Lender each Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the borrowings hereunder, Credit Extensions or the issuance of the Note or any other Loan DocumentsNotes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Agents) incurred by the Agents or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrowers, 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 expenses of the Lender (including the fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Lender Lender, and of local counsel, if any, who may be retained by counsel to or on behalf of the Lender) 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, recording, refiling filing or rerecording recording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by 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 Xxxxxxx agrees to pay on demand all reasonable out-of-pocket expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 Xxxxxxx further agrees to pay, and to save the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes, the issuance of the Letters of Credit, or any other Loan Documents. The Borrower also Xxxxxxx agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Lender Lender, and of local counsel, if any, who may be retained by counsel to or on behalf of the Lender) 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, recording, refiling filing or rerecording recording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by 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 expenses of the Lender (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) up to $___________ 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, recording, refiling or rerecording of the Mortgage and Mortgage, the Security Agreement Pledge Agreement, the Warrant and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage Mortgage, the Pledge Agreement or the Security Agreement, and Warrant; 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 Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Lender Lender, and of any local counsel, if any, counsel who may be retained by counsel to or on behalf of the Lender) 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, recording, refiling filing or rerecording recording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 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 this Agreementeach Loan Document, the borrowings hereunder, Loans or the issuance of the Note or any other Loan DocumentsNote. The Borrower also agrees to reimburse the Lender upon demand for all reasonable and documented out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by 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 expenses of the Lender Agent (including the fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) up to $___________ in connection with (a) a. the negotiation, preparation, execution and delivery of this the Credit Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage or the Security Agreement, and (c) b. the preparation and review of the form of any document or instrument relevant to this the Credit Agreement or any other Loan Document. The Borrower Guarantor further agrees to pay, and to save the Lender 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 this the Credit Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower Guarantor also agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 Borrowers agree to pay on demand all reasonable expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of Xxxxxx & Xxxxxxx LLP, counsel to the Lender Agents and of local counsel, if any, who may be retained by counsel to or on behalf of the LenderAgents) 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, recording, refiling actual costs of filing or rerecording recording of any Loan Document (including the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Borrowers further agrees agree to pay, and to save the Lender each Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the borrowings hereunder, Credit Extensions or the issuance of the Note or any other Loan DocumentsNotes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Agents) incurred by the Agents or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrowers, 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 expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage or the Security Agreement, 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Administrative Agent and of local counsel, if any, who may be retained by counsel to the LenderAdministrative Agent) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code filing of financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded registered by the terms hereof or of the Mortgage or the Security AgreementDocuments, and (c) 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note hereunder or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Lender upon demand for all reasonable reasonable, out-of-pocket expenses (including attorneys' reasonable fees and out- of-pocket expenses of legal counsel and legal expenses) incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) 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, recording, refiling or rerecording of the Mortgage and the any Security Agreement and/or and any Uniform Commercial Code UCC financing statements relating thereto and thereto, as well as all amendments, supplements and modifications to any 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 the Mortgage or the 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note PIK Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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. (i) The Borrower Issuer agrees to pay on demand all the reasonable expenses of the Lender Note Purchaser (including the fees and reasonable out-of-pocket and legal expenses of counsel to the Lender and of local counselNote Purchaser, if any, who may be retained by counsel to the Lender) up to $___________ in connection with: (aA) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan Basic Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Basic Document as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated, and (bB) the filing, recording, refiling or rerecording consummation of the Mortgage transactions contemplated by this Agreement and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto other Basic Documents. (ii) The Issuer and the Servicer further jointly and severally agree to (A) pay upon demand all amendments, supplements reasonable costs and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded out-of-pocket expenses incurred by the terms hereof Note Purchaser as a consequence of, or in connection with, the enforcement of 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 of the other Loan Document. The Borrower further agrees to payBasic Documents and any stamp, and to save the Lender harmless from all liability for, any stamp documentary or other taxes which may be payable by the Note Purchaser in connection with the execution or delivery of this Agreement, the borrowings any Advance hereunder, or the issuance of the Note Notes or any other Loan Basic Documents; and (B) hold and save the Note Purchaser harmless from all liability for any breach by the Issuer of its obligations under this Agreement. The Borrower Issuer and Servicer also agrees further jointly and severally agree to reimburse the Lender Note Purchaser upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) expenses incurred by the Lender Note Purchaser in connection with (x) the negotiation of any restructuring or "work-out", ," whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsBasic Documents.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of the Lender (including the all reasonable fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Pledge Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage or the Security 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 the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings Credit Extensions hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) 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, recording, refiling or rerecording of the Mortgage and the any Security Agreement and/or and any Uniform Commercial Code UCC financing statements relating thereto and thereto, as well as all amendments, supplements and modifications to any 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 the Mortgage or the 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the reasonable fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Lender Lender, and of local counsel, if any, who may be retained by counsel to or on behalf of the Lender) 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, recording, refiling filing or rerecording recording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 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 this Agreementeach Loan Document, the borrowings hereunder, Loan or the issuance of the Note or any other Loan DocumentsNote. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by 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 Company agrees to pay on ----------------------------- demand all reasonable expenses of the Lender Bank (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the LenderBank) up to $___________ 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 (b) 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; provided, and however, that such -------- ------- expenses and fees for the matters referred to in clause (ba) the filing, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 Documentshall not ---------- exceed $10,000. The Borrower Company further agrees to pay, and to save the Lender Bank harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan DocumentsDocuments or the acceptance of telephonic or other instructions for making Loans. The Borrower Company also agrees to reimburse the Lender Bank upon demand for all its reasonable out-expenses, including fees and out- of-pocket expenses of counsel (including attorneys' fees and legal expenses) counsel who may be employees of the Bank), incurred by the Lender Bank in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agent (including the fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) up to $___________ 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, recording, refiling or rerecording of the Mortgage any mortgage, any pledge agreement and the any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage any mortgage, any pledge agreement or the Security Agreementany security agreement, and (c) 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the reasonable fees (on a solicitor and his own client basis) and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) up to $___________ 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, recording, refiling or rerecording re-recording of the Mortgage and the Security Agreement Debenture and/or any Uniform Commercial Code personal property security legislation financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded re-recorded by the terms hereof or of the Mortgage Debenture or the Security 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 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 this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan DocumentsDocuments or the borrowings hereunder. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' counsel fees (on a solicitor and his own client basis) and legal expenses) incurred by the Lender in connection with (xA) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the reasonable fees and the out-of-pocket expenses of counsel to the Lender and of local or special counsel, if any, who may be retained by counsel to the Lender) 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 requiredrequired or requested by the Borrower, whether or not the transactions contemplated hereby are consummated, and; (b) the filing, recording, refiling or rerecording of the Mortgage Mortgage, each Pledge Agreement and the each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage Mortgage, such Pledge Agreement or the 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 the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings extensions of credit hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Collateral Documents and all amendments, supplements and modifications to any 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 the Mortgage or the Security Agreementany 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 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 this Agreementany Loan Document, the borrowings hereunder, Advances hereunder or the issuance of the Note or any other Loan DocumentsNote. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Administrative Agent (including the fees and out-out- of-pocket expenses of counsel to the Lender Administrative Agent and of local counsel, if any, who may be retained by counsel to the LenderAdministrative Agent) up to $___________ 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, recording, refiling or rerecording of the Mortgage any mortgage, any pledge agreement and the any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 the Mortgage any mortgage, any pledge agreement or the Security Agreementany security agreement, and (c) 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agents (including the reasonable fees and out-of-pocket expenses of Xxxxxx & Xxxxxxx Table of Contents LLP, counsel to the Lender Agents and of local counsel, if any, who may be retained by counsel to or on behalf of the LenderAgents) 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, recording, refiling actual costs of filing or rerecording recording of any Loan Document (including the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Borrowers further agrees agree to pay, and to save the Lender each Secured Party harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the borrowings hereunder, Credit Extensions or the issuance of the Note or any other Loan DocumentsNotes. The Borrower Borrowers also agrees agree to reimburse the Agents and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Agents) incurred by the Agents or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrowers, 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 expenses of the Lender (including the all reasonable fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by at counsel to the Lender) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 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 this Agreement, the borrowings Credit Extensions hereunder, or the issuance of the Note Note, or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Administrative Agent (including the fees and out-of-pocket expenses of Mayer, Brown, Xxxx & Maw, counsel to the Lender Administrative Agent and of local counsel, if any, who may be retained by counsel to or on behalf of the LenderAdministrative Agent) 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, recording, refiling filing or rerecording recording of any Loan Document (including the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof 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 or recorded or refiled or rerecorded by the terms hereof or of the Mortgage or the Security Agreement, 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 Lender each Secured Party harmless from all liability for, for any stamp or other taxes which may be payable Other Taxes as provided in connection with the execution or delivery of this Agreement, the borrowings hereunder, or the issuance of the Note or any other Loan DocumentsSECTION 4.6. The Borrower also agrees to reimburse the Lender each Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to each Secured Party) incurred by the Lender such 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 out-of-pocket expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Lender Agent and of local counsel, if any, who may be retained by counsel to the LenderAgent) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 the Lender 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 this Agreement, the borrowings hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Agent and each Lender and Issuer upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings Loans hereunder, or the issuance of the Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender (including including, without limitation, the fees and out-of-pocket expenses of counsel to the Lender and of local counselconsultants, if any, who may be retained in connection with the transactions contemplated hereby by counsel to the Lender) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of the Mortgage or the Security Agreement, transactions contemplated hereby; and (cb) sums paid or incurred to pay any amount or take any action required by the preparation and review of Borrower under the form of any document Loan Documents that the Borrower fails to pay or instrument relevant to this Agreement or any other Loan Documenttake. The Borrower further agrees to pay, and to save the Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings Loans hereunder, or the issuance of the Note Notes or any other Loan Documents. The Borrower also agrees to reimburse the Lender upon demand for all reasonable expenses (including, without limitation, the fees and out-of-pocket expenses (including attorneys' fees of counsel and legal expensesconsultants, if any, who may be retained by such persons) incurred by the Lender in connection with (xi) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Conoco (including the reasonable fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the LenderConoco) up to $___________ 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, recording, refiling or rerecording of the Mortgage and the Security Agreement Collateral Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 of the Mortgage or the Security AgreementCollateral Documents, 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 the Lender Conoco harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the borrowings and credit extensions hereunder, or the issuance of the Vessel Note or any other Loan Documents. The Borrower also agrees to reimburse the Lender Conoco upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 expenses of the Lender Agent (including the reasonable fees and out-of-pocket expenses of a single counsel to the Lender Agent, and of local counsel, if any, who may be retained by counsel to the LenderAgent) up to $___________ in connection with (a) the negotiation, preparation, execution and execution, delivery or administration 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any 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 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 the Lender Agent, each 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 this Agreement, the borrowings hereunder, or the issuance of the Note Letters of Credit, or any other Loan Documents. The Borrower also agrees to reimburse the Agent, each Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", 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 agrees to pay on demand all reasonable expenses of the Lender (including the fees and out-of-pocket expenses of counsel to the Lender and of local counsel, if any, who may be retained by counsel to the Lender) 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, recording, refiling or rerecording of the Mortgage and the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Collateral Documents and all amendments, supplements and modifications to any 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 the Mortgage or the Security Agreementany 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 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 this Agreementany Loan Document, the borrowings hereunder, Advances hereunder or the issuance of the Note or any other Loan DocumentsNote. The Borrower also agrees to reimburse the Lender upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and legal expenses) incurred by the Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations obligations and (y) the enforcement of any Obligations.