Common use of Reimbursement and Expenses Clause in Contracts

Reimbursement and Expenses. Borrower will promptly pay: (a) all costs and out-of-pocket expenses of Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, outside auditor costs, appraisal costs, insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys’ fees and disbursements of counsel for Agent and the reasonable, allocated costs for services of internal counsel for Agent in connection therewith; (b) all costs and out-of-pocket expenses of Agent in connection with the administration, making, or monitoring of the Loans and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, the reasonable attorneys’ fees and disbursements of counsel for Agent and the reasonable allocated costs for services of internal counsel for Agent and a fee to compensate Agent for any such waiver, amendment or consent; (c) all of Agent’s and Lenders’ costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case or proceeding under any Debtor Relief Laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and Lenders; (d) all reasonable fees, costs and out-of-pocket expenses of Agent and the Lenders in connection with the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (f) whenever Agent or any Lender sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 2), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and Lenders, upon the earlier of Agent’s demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders for all such losses and out-of-pocket expenses. Agent’s good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, or any participant of Agent or any Lender permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender or any participant of Agent or any Lender over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) all costs and reasonable out-of-pocket expenses of Agent Lender in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes Notes, and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the Term Loans, including, including outside auditor costs, appraisal costs, title and other insurance premiums, recording and filing fees, and intangible, documentary stamp stamp, and other taxes taxes, and the reasonable attorneys’ fees and disbursements of counsel for Agent Lender and the reasonable, reasonable allocated costs for services of internal counsel for Agent in connection therewithLender; (b) all costs and reasonable out-of-pocket expenses of Agent Lender in connection with the administration, making, or monitoring of the Term Loans and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Lender relating to this Agreement or any of the other Loan Documents, including, including the reasonable attorneys’ fees and disbursements of counsel for Agent Lender and the reasonable allocated costs for services of internal counsel for Agent Lender and a fee to compensate Agent Lender for any such waiver, amendment amendment, or consent; (c) all of AgentLender’s and Lenders’ costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and collection of the Obligations, Obligations in any arbitration, mediation, legal action action, or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders Lender and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and LendersLender; (d) all reasonable feestaxes (other than taxes imposed on or measured by the net income of Lender), costs assessments (general or special), and out-of-pocket expenses of Agent other Charges levied on, or assessed, placed, or made against any Collateral, the Notes or the other Loan Documents, or the Obligations; and (e) Lender’s standard and the Lenders in connection with customary charges for the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (f) whenever Agent or any Lender sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 2), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and Lenders, upon the earlier of Agent’s demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders for all such losses and out-of-pocket expenses. Agent’s good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, or any participant of Agent or any Lender permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender or any participant of Agent or any Lender over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) 12.2.1 without regard for whether any Loans are made, all costs and reasonable out-of-pocket expenses of Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, outside auditor costs, appraisal costs, insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys’ fees and disbursements of counsel for Agent and the reasonable, allocated costs for services of internal counsel for Agent in connection therewithAgent; (b) 12.2.2 all costs and reasonable out-of-pocket expenses of Agent in connection with the administration, making, administration or monitoring of the Loans and Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions transaction herein and therein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral and the reasonable attorneys’ fees and disbursements expenses of counsel for Agent and the reasonable allocated costs for services of internal counsel for Agent and a fee to compensate Agent for any such waiver, amendment or consentcounsel; (c) 12.2.3 all of Agent’s and Lenders’ costs and out-of-pocket costs and expenses of obtaining performance under this Agreement or the other Loan Documents and Documents, of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and Lenderseach Lender; (d) 12.2.4 all reasonable feesCharges levied on, costs and out-of-pocket expenses of Agent and the Lenders in connection with the forwarding to Borrower or assessed, placed or made against any other Person on behalf of Borrower by Agent or any Lender of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries the Notes or their respective affairsthe other Loan Documents or the Obligations; and (f) 12.2.5 whenever Agent or any Lender sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Revolving Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 Section 2.1.5 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 24), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and Lenderseach Lender, upon the earlier of Agent’s and/or each Lender’s demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders each Lender for all such losses and out-of-pocket expenses. Agent’s and each Lender’s good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, any Lender or any participant of Agent or any Lender permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender or any participant of Agent or any Lender over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) 12.2.1 without regard for whether any Loans are made, all costs and reasonable out-of-pocket expenses of Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes Note and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, outside auditor costs, appraisal costs, insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys’ ' fees and disbursements of counsel for Agent and the reasonable, allocated costs for services of internal counsel for Agent in connection therewithAgent; (b) 12.2.2 all costs and reasonable out-of-pocket expenses of Agent in connection with the administration, making, administration or monitoring of the Loans and Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions transaction herein and therein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral and the reasonable attorneys’ ' fees and disbursements expenses of counsel for Agent and the reasonable allocated costs for services of internal counsel for Agent and a fee to compensate Agent for any such waiver, amendment or consentcounsel; (c) 12.2.3 all of Agent’s and Lenders’ costs and ' out-of-pocket costs and expenses of obtaining performance under this Agreement or the other Loan Documents and Documents, of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and Lenderseach Lender; (d) 12.2.4 all reasonable feesCharges levied on, costs and out-of-pocket expenses of Agent and the Lenders in connection with the forwarding to Borrower or assessed, placed or made against any other Person on behalf of Borrower by Agent or any Lender of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries the Revolving Note or their respective affairsthe other Loan Documents or the Obligations; and (f) 12.2.5 whenever Agent or any Lender sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Revolving Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 Section 2.1.5 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 24), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and Lenderseach Lender, upon the earlier of Agent’s 's and/or each Lender's demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders each Lender for all such losses and out-of-pocket expenses. Agent’s 's and each Lender's good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, any Lender or any participant of Agent or any Lender permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender or any participant of Agent or any Lender over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) all of Bank’s costs and out-of-pocket expenses of Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes Agreement and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the LoansLoans and the incurrence of the Letter of Credit Obligations, including, outside auditor costs, appraisal costs, title and other insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys’ fees and disbursements of counsel for Agent Bank and the reasonable, allocated costs for services of internal counsel for Agent Bank in connection therewith; (b) all of Bank’s costs and out-of-pocket expenses of Agent in connection with the administration, making, administration or monitoring of the Loans Loans, the Letter of Credit Obligations and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions transaction herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Bank relating to this Agreement or the other Loan Documents, including, the reasonable attorneys’ fees and disbursements of counsel for Agent Bank and the reasonable allocated costs for services of internal counsel for Agent Bank and a fee to compensate Agent Bank for any such waiver, amendment or consent; (c) all of AgentBank’s and Lenders’ costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and or of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders Bank and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and LendersBank; (d) all reasonable taxes, assessments (general or special) and other charges levied on, or assessed, placed or made against any Collateral or the other Loan Documents or the Obligations; (e) all of Bank’s fees, costs and out-of-pocket expenses of Agent and the Lenders in connection with the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender Bank of the proceeds of any of the Loans (including by wire transfer); (ef) all of Bank’s costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (fg) whenever Agent or any Lender Bank sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Revolving Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 1.4 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 2), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and LendersBank, upon the earlier of AgentBank’s demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders Bank for all such losses and out-of-pocket expenses. AgentBank’s good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding binding, and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, Bank or any participant of Agent or any Lender Bank permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender Bank or any participant of Agent or any Lender Bank over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay:: -------------------------- (a) all costs and reasonable out-of-pocket expenses of Agent Bank in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes Notes, and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder the Related Transactions and the making of the LoansLoans and the incurrence of the Letter of Credit Obligations, including, including outside auditor costs, appraisal costs, title and other insurance premiums, recording and filing fees, and intangible, documentary stamp stamp, and other taxes taxes, and the reasonable attorneys’ ' fees and disbursements of counsel for Agent Bank and the reasonable, reasonable allocated costs for services of internal counsel for Agent in connection therewithBank; (b) all costs and reasonable out-of-pocket expenses of Agent Bank in connection with the administration, making, or monitoring of the Loans Loans, the Letters of Credit, and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Bank relating to this Agreement any of the Loan Documents or the other Loan Related Transactions Documents, including, including the reasonable attorneys’ ' fees and disbursements of counsel for Agent Bank and the reasonable allocated costs for services of internal counsel for Agent Bank and a fee to compensate Agent Bank for any such waiver, amendment amendment, or consent;; provided, that audit -------- fees and other out-of-pocket fees and expenses incurred by Bank with respect to any field examination of Borrower or the Collateral shall be subject to the limitation set forth in Section 1.6(c). -------------- (c) all of Agent’s and Lenders’ Bank's costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and collection of the Obligations, Obligations in any arbitration, mediation, legal action action, or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders Bank and the reasonable allocated fees and disbursements for the services of internal counsel for Agent Bank; provided, that Borrower shall not be required to reimburse Bank for -------- any fees or expenses of Bank incurred in connection with any action (i) between Borrower and LendersBank on this Agreement or any other Loan Document pending before a referee or a court of competent jurisdiction, (ii) that has not been voluntarily dismissed by Borrower or dismissed pursuant to a settlement thereof, and (iii) in which a final, non-appealable judgment or order shall have been entered in favor of Borrower containing a determination that Borrower is the prevailing party; (d) all reasonable feestaxes (other than taxes imposed on or measured by the net income of Bank), costs assessments (general or special), and out-of-pocket expenses of Agent other Charges levied on, or assessed, placed, or made against any Collateral, the Revolving Note or the other Loan Documents, or the Obligations; (e) Bank's standard and the Lenders in connection with customary charges for the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender Bank of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (f) whenever Agent or any Lender Bank sustains or incurs any reasonable direct losses or out-of-pocket expenses in connection with (1i) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections Section ------- 1.1 and 1.2 (( whether by the election of Borrower not to proceed or the failure to --- satisfy of any of the conditions set forth in Section 2), ) or (2ii) prepayment of --------- any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and LendersBank, upon the earlier of Agent’s Bank's demand or the Commitment Maturity applicable Payment Date for such Loan, an amount sufficient to compensate Agent and Lenders Bank for all such losses and out-of-pocket expenses. Agent’s Bank's good faith determination of the amount of such losses and out-of-pocket expenses, expenses shall, absent manifest error, be deemed final, binding binding, and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, Bank or any participant of Agent or any Lender Bank permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender Bank or any participant of Agent or any Lender Bank over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) all costs and reasonable out-of-pocket expenses of Agent Bank in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes Notes, and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the LoansLoans and the incurrence of the Letter of Credit Obligations, including, including outside auditor costs, appraisal costs, title and other insurance premiums, recording and filing fees, and intangible, documentary stamp stamp, and other taxes taxes, and the reasonable attorneys’ ' fees and disbursements of counsel for Agent Bank and the reasonable, reasonable allocated costs for services of internal counsel for Agent in connection therewithBank; (b) all costs and reasonable out-of-pocket expenses of Agent Bank in connection with the administration, making, or monitoring of the Loans Loans, the Letters of Credit, and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Bank relating to this Agreement or any of the other Loan Documents, including, including the reasonable attorneys’ ' fees and disbursements of counsel for Agent Bank and the reasonable allocated costs for services of internal counsel for Agent Bank and a fee to compensate Agent Bank for any such waiver, amendment amendment, or consent; provided, that audit fees and other out-of-pocket fees and expenses incurred by Bank with respect to any field examination of Borrower or the Collateral shall be subject to the limitation set forth in Section 1.7(c); (c) all of Agent’s and Lenders’ Bank's costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and collection of the Obligations, Obligations in any arbitration, mediation, legal action action, or proceeding (including any case under the Bankruptcy Code or proceeding under any Debtor Relief Lawssimilar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders Bank and the reasonable allocated fees and disbursements for the services of internal counsel for Agent Bank; provided, that Borrower shall not be required to reimburse Bank for any fees or expenses of Bank incurred in connection with any action (i) between Borrower and LendersBank on this Agreement or any other Loan Document pending before a referee or a court of competent jurisdiction, (ii) that has not been voluntarily dismissed by Borrower or dismissed pursuant to a settlement thereof, and (iii) in which a final, non-appealable judgment or order shall have been entered in favor of Borrower containing a determination that Borrower is the prevailing party; (d) all reasonable feestaxes (other than taxes imposed on or measured by the net income of Bank), costs assessments (general or special), and out-of-pocket expenses of Agent other Charges levied on, or assessed, placed, or made against any Collateral, the Notes or the other Loan Documents, or the Obligations; (e) Bank's standard and the Lenders in connection with customary charges for the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender Bank of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (f) whenever Agent or any Lender Bank sustains or incurs any reasonable direct losses or out-of-pocket expenses in connection with (1i) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections Section 1.1 and 1.2 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 2), ) or (2ii) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and LendersBank, upon the earlier of Agent’s Bank's demand or the Commitment Maturity applicable Payment Date for such Loan, an amount sufficient to compensate Agent and Lenders Bank for all such losses and out-of-pocket expenses. Agent’s Bank's good faith determination of the amount of such losses and out-of-pocket expenses, expenses shall, absent manifest error, be deemed final, binding binding, and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, Bank or any participant of Agent or any Lender Bank permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender Bank or any participant of Agent or any Lender Bank over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.

Reimbursement and Expenses. Borrower will promptly pay: (a) all costs and out-of-pocket expenses of Agent and Lenders in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Revolving Loan Notes and the other Loan Documents, including all post-closing matters, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, outside auditor costs, appraisal costs, insurance premiums, recording and filing fees, and intangible, documentary stamp and other taxes and the reasonable attorneys’ fees and disbursements of counsel for Agent and Lenders and the reasonable, allocated costs for services of internal counsel for Agent and the Lenders in connection therewith; (b) all costs and out-of-pocket expenses of Agent and each Lender in connection with the administration, making, or monitoring of the Loans and this Agreement and the other Loan Documents in accordance with the provisions thereof, the provision of the services of the type described in Section 5.3, the restructuring and refinancing of the transactions herein and therein contemplated, and the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent or any Lender relating to this Agreement or the other Loan Documents, including, the reasonable attorneys’ fees and disbursements of counsel for Agent Agent, the Lenders and the reasonable allocated costs for services of internal counsel for Agent and the Lenders and a fee to compensate Agent and each Lender for any such waiver, amendment or consent; (c) all of Agent’s and Lenders’ costs and out-of-pocket expenses of obtaining performance under this Agreement or the other Loan Documents and collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case or proceeding under any Debtor Relief Laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and Lenders and the reasonable allocated fees and disbursements for the services of internal counsel for Agent and Lenders; (d) all reasonable fees, costs and out-of-pocket expenses of Agent and the Lenders in connection with the forwarding to Borrower or any other Person on behalf of Borrower by Agent or any Lender of the proceeds of any of the Loans (including by wire transfer); (e) all costs and out-of-pocket expenses of Agent and Lenders in connection with the evaluation, observation, appraisal or assessment of any of the Collateral, Borrower and its Subsidiaries or their respective affairs; and (f) whenever Agent or any Lender sustains or incurs any losses or out-of-pocket expenses in connection with (1) the failure by Borrower to borrow or reborrow any LIBOR Loan, or reborrow any Loan as a LIBOR Loan, in each case, after having given notice of its intention to borrow in accordance with Sections 1.1 and 1.2 (whether by the election of Borrower not to proceed or the failure to satisfy of any of the conditions set forth in Section 2), or (2) prepayment of any LIBOR Loan in whole or in part, then Borrower shall pay to Agent, for the benefit of Agent and Lenders, upon the earlier of Agent’s demand or the Commitment Maturity Date an amount sufficient to compensate Agent and Lenders for all such losses and out-of-pocket expenses. Agent’s good faith determination of the amount of such losses and out-of-pocket expenses, shall, absent manifest error, be deemed final, binding and conclusive upon Borrower. Losses subject to reimbursement under this Agreement shall include expenses incurred by Agent, Lenders, or any participant of Agent or any Lender permitted under this Agreement in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of Agent or any Lender or any participant of Agent or any Lender over the remainder of the LIBOR Loan Period for such prepaid LIBOR Loan.