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 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 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 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 Each Borrower agrees 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 Mayer, Brown & Sterling LLPPlatt, counsel to the Administrative Agent and of local counsellocax xxxnsxx, if anyxf axx, who xho may be retained by or on behalf of the Administrative Agent) in connection with (a) the negotiation, preparation, execution execution, delivery and delivery ongoing administration 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 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 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 Each 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 Document, the Credit Extensions or the issuance of the Revolving Notes. The Each 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 applicable 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 fees and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Mayer, Brown, Rxxx & Sterling Maw LLP, or such other 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 filing, recording, refiling or recording rerecording 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 filed or recorded and any and all other documents or instruments of further assurance required to be filed or recorded 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 any 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 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 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 fees and invoiced expenses of the Administrative Agent Managing Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxx, Xxxxx & Sterling Xxxxx, counsel to the Syndication Agent and Lead Arranger, Xxxxxx & Dodge LLP, counsel to the Administrative Agent Agent, and of local counsel, if any, who may be retained by or on behalf of the Administrative AgentManaging Agents) 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 filing, recording, refiling or recording rerecording 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 filed or recorded and any and all other documents or instruments of further assurance required to be filed or recorded 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 any 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 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 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 fees 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, or such other 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 filing, recording, refiling or recording rerecording 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 filed or recorded and any and all other documents or instruments of further assurance required to be filed or recorded 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 any 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 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 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 fees, costs and out-of-pocket expenses of Shearman & Sterling LLP, counsel to the Administrative Agent Agent, special 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 (ai) the syndication efforts of Scotiabank and any due diligence investigation; provided, however, that the Borrower shall not pay for expenses incurred in connection with assignments which occur after the Closing Date and (ii) the negotiation, preparation, execution and delivery and 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 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 Party) 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 (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 Party) 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 Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Xxxxx, Xxxxx & Sterling LLPXxxxx, 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 execution, delivery and delivery ongoing administration 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 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 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 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 Revolving 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 Micro agrees to pay on demand all reasonable and invoiced expenses (inclusive of value added tax or any other similar tax imposed thereon) of the Administrative Agent Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, the single counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of such counsel to the Administrative AgentAgents) in connection with (a) with the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan Document (including schedules, exhibits, and forms of any document or instrument relevant to this Agreement or any other Loan Document, including schedules and exhibits), and any amendments, waivers, consents, supplements supplements, or other modifications to this Agreement or any other Loan Document as may from time to time may 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 Micro further agrees to pay, and to save each Loan Party the Lender Parties harmless from all liability for, any stamp or other taxes (including, without limitation, any registration duty imposed by Belgian law) which may be payable in connection with the execution execution, delivery or delivery enforcement of each this Agreement or any other Loan Document, and in connection with the making of any Credit Extensions or and the issuance issuing of the Notesany Letters of Credit hereunder. The Borrower Micro also agrees to reimburse each Loan Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or other similar tax imposed thereon and including reasonable attorneys’ ' fees and legal expenses (including actual cost to such Lender Party of counsel to each Loan Partyits in-house counsel) on a full indemnity basis) incurred by each such Loan Lender 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 Obligationsobligations, provided that Micro shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

Payment of Costs and Expenses. The Borrower Account Party agrees to pay on demand all reasonable and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and reasonable out-of-pocket expenses of Shearman Mayer, Brown, Xxxx & Sterling Maw 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 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 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; provided, that the Account Party shall not be liable for any legal fees or disbursements of any counsel for the Administrative Agent and the Lenders other than Mayer, Brown, Xxxx & Maw LLP associated with the preparation, execution and delivery of this Agreement and the closing documents contemplated hereby. The Borrower Account Party 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, Document or the Credit Extensions or the issuance of the Noteshereunder. The Borrower Account Party also agrees to reimburse each Loan Party the Administrative Agent upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ ' fees and legal expenses of counsel to each Loan Partythe Administrative Agent) incurred by such Loan Party the Administrative Agent in connection with (x) the negotiation of any restructuring or “"work-out” " with the BorrowerAccount Party, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Borrowers agrees to pay on demand all reasonable fees and invoiced expenses of the Administrative Agent (including the reasonable and invoiced fees and out-of-pocket expenses other charges of Shearman Xxxxx, Xxxxx & Sterling LLPXxxxx, 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 and ongoing administration of each Loan Document, including schedules and exhibits, the syndication of the Loans 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; andconsummated and any and all legal advice in connection with any of the foregoing; (b) the filing filing, recording, refiling or recording 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, 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 any Loan Document. The Each Borrower further agrees to pay, and to save each Loan Secured Party 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 or the issuance of the Notes. The Each 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 any Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Micro agrees to pay on demand all reasonable and invoiced expenses (inclusive of value added tax or any other similar tax imposed thereon) of the Administrative Agent Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, the single counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of such counsel to the Administrative AgentAgents) in connection with (a) with the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan Document (including schedules, exhibits, and forms of any document or instrument relevant to this Agreement or any other Loan Document, including schedules and exhibits), and any amendments, waivers, consents, supplements supplements, or other modifications to this Agreement or any other Loan Document as may from time to time may 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 Micro further agrees to pay, and to save each Loan Party the Lender Parties harmless from all liability for, any stamp or other taxes (including, without limitation, any registration duty imposed by Belgian law) which may be payable in connection with the execution execution, delivery or delivery enforcement of each this Agreement or any other Loan Document, and in connection with the making of any Credit Extensions or and the issuance issuing of the Notesany Letters of Credit hereunder. The Borrower Micro also agrees to reimburse each Loan Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or other similar tax imposed thereon and including reasonable attorneys’ ' fees and legal expenses (including actual cost to such Lender Party of counsel to each Loan Partyits in-house counsel) on a full indemnity basis) incurred by each such Loan Lender Party in connection with (x) the negotiation of any restructuring or “work-"work- out” with the Borrower, ," whether or not consummated, of any Obligations and (y) the enforcement of any Obligationsobligations, provided that Micro shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

Payment of Costs and Expenses. The Borrower agrees 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 Mayer, Brown, Rowe & Sterling LLPMaw, counsel to the Administrative Agent Agents, and of local counsel, if any, who may xxx be retained by or on behalf of the Administrative AgentAgents) in connection with (a) the negotiation, preparation, execution and delivery and ongoing administration of each Loan Document, including schedules and exhibits, the syndication of the Loans 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 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 NotesLoans. 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 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 & Sterling LLP, U.S. counsel to the Administrative Agent Agents, Xxxxxx Xxxxxx Xxxxxxx LLP, Canadian counsel to the Agents, and of up to one local counsel, if any, counsel in each applicable local jurisdiction who may be retained by or on behalf of the Administrative AgentAgents); provided that any fees attributable to (i) the Canadian Loans shall be the primary liability of the Parent, and (ii) the U.S. Loans shall be the primary liability of the U.S. Borrower, in connection with: (a) (i) transportation, reproduction, printing, distribution, meetings and other reasonable out-of-pocket expenses of the Arrangers associated with the syndication of the Obligations and (ii) due diligence, appraisal, audit, insurance and consultant expenses of the Arrangers; (b) 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; andconsummated (including in the case of the Administrative Agent and its Related Parties only, the administration of this Agreement and the other Loan Documents); (bc) 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 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 (cd) the preparation and review of the form of any document or instrument relevant to any Loan Document. The Each 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 Document, the Credit Extensions or the issuance of the Notes and the Acceptance Notes. The Each Borrower also agrees to reimburse the Administrative Agent (in the case of clauses (x) and (y) below) and each Loan other Secured Party (in the case of clause (y) below) upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses of counsel to the Administrative Agent (and, in the case of clause (y) below, each Loan other Secured Party)) incurred by such Loan Party the Administrative Agent (and, in the case of clause (y) below, each other Secured Party) 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 (inclusive of value added tax or any other similar tax imposed thereon) of the Administrative Agent Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman & Sterling LLP, the single counsel to the Administrative Agent Agents and of local counsel, if any, who may be retained by or on behalf of such counsel to the Administrative AgentAgents) in connection with (a) with the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan Document (including schedules, exhibits, and forms of any document or instrument relevant to this Agreement or any other Loan Document, including schedules and exhibits), and any amendments, waivers, consents, supplements supplements, or other modifications to this Agreement or any other Loan Document as may from time to time may 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 the Lender Parties harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution execution, delivery or delivery enforcement of each this Agreement or any other Loan Document, and in connection with the Credit Extensions or the issuance making of the Notesany Loans hereunder. The Borrower also agrees to reimburse each Loan Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or other similar tax imposed thereon and including reasonable attorneys’ fees and legal expenses (including actual cost to such Lender Party of counsel to each Loan Partyits in-house counsel) on a full indemnity basis) incurred by each such Loan Lender 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 Obligationsobligations, provided that the Borrower shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

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; (d) any inspection, visit, review, examination, testing or evaluation performed by the Mining Consultant for purposes of preparing any reports, certificates or other information with respect to any aspect of the Facilities; and (e) the syndication of the Commitments and Loans. 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 Agents (including the reasonable and invoiced fees and out-of-pocket expenses of Shearman Mayex, Xxowx & Sterling LLPXlatx, counsel xxunsel 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 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 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 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 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 reasonable out-of-pocket expenses of Shearman Winston & Sterling LLPStrxxx, counsel xounsel to the Administrative Agent 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 and ongoing administration of each Loan Document, including schedules and exhibits, the syndication of the Loans 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 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 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 Loan 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 fees, out-of-pocket expenses and other charges of Shearman Mayer, Brown & Sterling LLPPlatt, counsel to the Administrative Agent and Administrativx Xxxnt xxx of local xxxxx 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 and ongoing administration of each Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to any Loan Document and any legal advice in connection with any of the foregoing 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 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 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; and (d) the periodic review (at reasonable times and intervals) of the Collateral (including any audits of the same); and (e) the syndication of the Commitments and Loans. The Furthermore, 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 Document, the Credit Extensions 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 ObligationsObligations (including the Obligations of the Parent under Article IX). The Borrower further agrees to reimburse the Administrative Agent upon demand for all other administrative, audit and monitoring expenses incurred after the occurrence of an Event of Default in connection with the Loan Documents.

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 (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 similar 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 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 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 Each 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 Each 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 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 reasonable out-of-pocket expenses of Shearman Winston & Sterling LLPStraxx, counsel xxunsel to the Administrative Agent 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 and ongoing administration of each Loan Document, including schedules and exhibits, the syndication of the Loans 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 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 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 Loan Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand (together with documentation supporting such demand) all reasonable and invoiced expenses of the Administrative each Agent (including the reasonable and invoiced fees and reasonable out-of-pocket expenses of Shearman Sidley Austin Brown & Sterling LLPWood, counsel to the Administrative Agent and of local counselxxxxxxx, if anyxx anx, who xho may be retained by or on behalf of the Administrative Agent) in connection with (a) the negotiation, preparation, execution and delivery and ongoing administration of each Loan Document, including schedules and exhibits, the syndication of the Loans 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 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 also agrees to reimburse each Loan Secured Party promptly upon written demand (together with documentation supporting such 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.