Common use of Costs and Expenses Clause in Contracts

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent within five (5) Business Days following Agent, promptly after ’s demand and identification thereof by Agent, all reasonable costs and expenses documented costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administrationadministr­ation, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code or PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (aappl­icable)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal and assayer fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit[intentionally omitted]; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore heret­ofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day)) provided, subject that, so long as no Event of Default shall exist or shall have occurred and be continuing and Excess Availability is equal to the limitations set forth or greater than $15,000,000, Borrowers and Guarantors shall not be required to reimburse Agent for such costs and expenses for more than two (2) field examinations in Section 7.7 hereofany twelve (12) month period;; (g) any VAT incurred by Agent or any Lender and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. In addition to and not in limitation of the provisions of Section 9.21 of the Loan Agreement, Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs and expenses paid that Agent and Lenders shall pay or payable incur in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidation, enforcement and defense termination of the Obligations, Agent’s rights in the CollateralRatification Agreement, this AgreementAmendment, the other Financing Agreements and all other documents related hereto Agreements, the Financing Order or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereofthe CCAA Order, including, without limitation: (a) all reasonable attorneys' and paralegals' fees and disbursements of counsel to, and reasonable fees and expenses of consultants, accountants and other professionals retained by, Agent and Lenders; (b) costs and expenses of filing or recording (including UCC financing statement filing taxes reasonable attorneys' and feesparalegals' fees and disbursements) for any amendment, documentary taxessupplement, intangibles taxes and mortgage recording taxes and feeswaiver, if applicable) (consent, or subsequent closing in connection with the Ratification Agreement, the Amendment, the other Financing Agreements, the Financing Order, the CCAA Order and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs transactions contemplated hereby and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayedthereby; (c) customary chargestaxes, fees and other charges for recording any agreements or expenses charged by any Issuing Bank in connection documents with any Letter Governmental Authority, and the filing of Credit; (d) reasonable costs UCC or PPSA financing statements and expenses incurred by Issuing Bank continuations, and Swing Line Lender in connection with the arrangements relating other actions to a Defaulting Lender as provided in Section 6.13; (e) actual costs perfect, protect, and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing continue the security interests and liens of Agent in the Collateral; (d) sums paid or incurred to pay any amount or take any action required of Borrowers and Guarantors under the Financing Agreements, selling the Financing Order or the CCAA Order that Borrowers and Guarantors fail to pay or take; (e) costs of appraisals, inspections and verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Debtors’ operations by Agent or its agents and to attend court hearings or otherwise realizing upon in connection with the Chapter 11 Cases; (f) costs and expenses of preserving and protecting the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Debtors' operations, plus a per diem charge at Agent’s then standard the rate of $1,000 per person per day for Agent’s examiners in the field and office office; provided, that, so long as no Default or Event of Default shall exist or have occurred and be continuing, Debtors shall not be required to pay such per diem charge for more than four (which rate 4) such field examinations in any twelve (12) month period (and any field examinations conducted at such time as a Default or Event of the date hereof is $1,000 per person per dayDefault shall exist or have occurred and be continuing shall not be deemed to constitute a field examination for purposes of such limitation), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable costs and expenses (including attorneys' and paralegals' fees and disbursements of counsel (including legal assistantsdisbursements) paid or incurred to Agent in connection with any obtain payment of the foregoing Obligations, enforce the security interests and in additionliens of Agent and Lenders, at any time an Event sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of Default exists or has occurred and is continuingthe Ratification Agreement, this Amendment, the reasonable fees and disbursements of one counsel (including legal assistants) other Financing Agreements, the Financing Order or the CCAA Order, or to Lenders in connection with matters described in clauses (e) defend any claims made or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank threatened against Agent or any Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Financing Agreements regarding costs and expenses to be paid by Borrowers. All sums provided for in this Section shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Financing Agreements. Agent is hereby irrevocably authorized to charge any amounts payable hereunder directly to any account maintained by Agent with respect to any TaxesBorrower or Guarantor.

Costs and Expenses. Borrowers Without limiting any Loan Document and Guarantors to the extent not prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Agent, promptly after Administrative Agent for the benefit of itself and Lenders on demand and identification thereof by Agentshall indemnify Administrative Agent and Lenders from, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and out-of-pocket fees, documentary taxescosts, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred by Administrative Agent in connection with obtaining payment of the Obligationsnegotiation, enforcing the security interests preparation and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions execution of this Agreement and the other Financing AgreementsLoan Documents (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), or in connection with the disbursement, administration or collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all fees and expenses of Administrative Agent’s counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-appraisal and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) all out-of-pocket expenses escrow fees; (h) fees and costs heretofore of environmental investigations, site assessments and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral remediations; (i) recordation taxes, documentary taxes, transfer taxes and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field mortgage taxes; (j) filing and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofrecording fees; and (hk) loan brokerage fees. Borrower shall pay all costs and expenses incurred by Administrative Agent, including reasonable attorneys’ fees, if the reasonable fees obligations or any part thereof are sought to be collected by or through an attorney at law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and disbursements expenses of counsel (including legal assistants) to Agent complying with the Loan Documents, whether or not such costs and expenses are included in connection with the Budget. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuingLoan Documents, the reasonable fees foreclosure of the Mortgage or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxesother event whatsoever.

Costs and Expenses. Borrowers Borrower and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or such Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day); provided, subject that, no more than two (2) periodic field exams, at Borrower’s expense, will be conducted in any consecutive twelve (12) month period prior to the limitations set forth occurrence of an Event of Default (and only one (1) time in Section 7.7 hereofany twelve (12) month period prior to the occurrence of an Event of Default, at the Agent’s option, in the event that Excess Availability is equal to or greater than $15,000,000); and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses Except as otherwise expressed herein or in any of filing or recording (including UCC financing statement filing taxes and feesthe other Loan Documents, documentary taxes, intangibles taxes and mortgage recording taxes and feesBorrower shall pay or, if applicable) (Borrower fails to pay, reimburse Agent and the amount Lenders upon receipt of all fees required to be paid under any lawnotice from Agent, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs heretofore and from time to time hereafter disbursements) incurred by Agent during the course of periodic field examinations of the Collateral and such Lenders in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or Guarantor’s operationscomplied with after the Closing Date, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field including confirming compliance with environmental and office insurance requirements (which rate as of the date hereof is $1,000 per person per day), subject except to the limitations extent expressly set forth in Section 7.7 10.21(a) hereof); (ii) Agent’s and Lenders’ ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date (except to the extent expressly set forth in Section 10.21(a) hereof); (iii) the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) filing and recording of any Loan Documents; (v) title insurance, surveys, inspections and appraisals that Agent is authorized to obtain by the terms of the Loan Documents; (vi) the creation, perfection or protection of Agent’s and Lenders’ Liens in the Properties and the Accounts (including out-of-pocket fees and expenses for title and lien searches, intangibles taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of appraisals, environmental reports and Agent’s Consultant, surveys and engineering reports); (vii) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, the Loan Documents, any Property, or any other security given for the Loan; (viii) fees charged by Servicer (except to the extent expressly set forth in Section 10.21) or, if a Securitization has occurred, the Rating Agencies in connection with the Loan or any modification thereof; and (hix) enforcing any Obligations of or collecting any payments due from Borrower under this Agreement, the reasonable fees and disbursements of counsel (including legal assistants) other Loan Documents or with respect to Agent any Property or in connection with any refinancing or restructuring of the foregoing and credit arrangements provided under this Agreement in addition, at the nature of a “work-out” or of any time an Event of Default exists insolvency or has occurred and is continuing, the reasonable bankruptcy proceedings (including actual fees and disbursements expenses for title and lien searches, intangible taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, costs of one counsel (including legal assistants) appraisals, environmental reports and Agent’s Consultant, surveys and engineering reports); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to Lenders in connection with matters described in clauses (e) the extent the same arise by reason of the gross negligence, illegal acts, fraud or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none willful misconduct of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after each Agent on demand and identification thereof by Agent, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Collateral Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) all reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with each Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or LC Issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual reasonable costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralCollateral Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against any Agent or any Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Collateral Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in extent required under Section 7.7 7.6 hereof; , and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Agents and Lenders in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable costs out-of-pocket costs, expenses, filing fees and expenses taxes (other than income taxes payable on the income of Lender or franchise taxes payable by Lender) paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, fees and documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for title insurance and other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Congress Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations Agreements or defending any claims made or threatened against Lender arising out of the Collateral transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per daymatters), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Subject to any and Guarantors shall all limitations and restrictions on the obligation of the Loan Parties to pay to Agentfees, promptly after demand and identification thereof by Agent, all reasonable costs and expenses contained elsewhere in this Agreement or any other Loan Document, the Loan Parties, jointly and severally, shall pay (a) to the Administrative Agent and its Affiliates on demand all reasonable out-of-pocket costs, expenses (including all reasonable fees, charges and disbursements of counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense administration of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (ab) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to the Administrative Agent all reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of any counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the collection, liquidation, enforcement and defense of the Obligations and the Administrative Agent’s rights in the Collateral, including, without limitation: (i) all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (ii) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checkscosts and expenses of Patriot Act compliance, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with the Administrative Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (ciii) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fiv) actual costs and expenses paid or actually incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAdministrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; Loan Documents or defending any claims made or threatened against the Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (gincluding preparations for and consultations concerning any such matters) and (v) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorLoan Party’s operations, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the date hereof Closing Date is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; ) and (hd) all reasonable out-of-pocket costs and expenses of the reasonable fees Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel (including legal assistantsfor the Administrative Agent, any Lender or the Issuing Lender) to Agent actually incurred in connection with any the enforcement or protection of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel its rights (including legal assistantsi) to Lenders in connection with matters described in clauses (e) this Agreement and the other Loan Documents, including its rights under this Section 14.3 or (fii) abovein connection with the Loans made or the Letters of Credit issued hereunder, including all reasonable out-of-pocket expenses actually incurred 129 during any workout, restructuring or negotiations in respect of any Loans or Letters of Credit. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor this Section 14.3 shall have any obligation under this section 9.12 not apply to Agent, Issuing Bank Taxes or any Lender with respect to any Other Taxes covered by Sections 4.3 or 4.5 or Excluded Taxes.

Costs and Expenses. Subject to the limitations contained in Sections 7.3, 7.4 and 7.7 hereof, Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees (subject to the limitations contained in Sections 7.3(d) and 7.4(a) hereof) and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Administrative and Collateral Agent, promptly after for itself and the ratable benefit of the Lenders and the Bank Product Providers, on demand and identification thereof if requested, accompanied by Agentan invoice in reasonable detail, all reasonable costs costs, expenses, filing fees and expenses filing or recording taxes paid or payable by any Agent in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Administrative and Collateral Agent’s and Lender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, background checks, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Administrative and Collateral Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in Administrative and Collateral Agent, for itself and the Collateralratable benefit of the Lenders and the Bank Product Providers, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against any Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Administrative and Collateral Agent or any Lender during the course of periodic field examinations of the Collateral and such Borrower’s or such Guarantor’s operations, plus a per diem charge at Agent’s the then standard rate of Administrative and Collateral Agent, per person per day for Administrative and Collateral Agent’s examiners in the field and office (which rate as of the date hereof is currently $1,000 850 per person per day); provided, subject however, unless an Event of Default exists, Borrowers and Guarantors shall not be required to the limitations set forth in Section 7.7 hereofpay such costs and expenses associated with more than 3 such field examinations per year; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to any Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and costs, expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $650.00 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of outside counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Without limiting any Loan Document and Guarantors to the extent not prohibited by applicable Laws, Borrower shall pay when due, shall reimburse to Agent, promptly after Administrative Agent for the benefit of itself and Lenders on demand and identification thereof by Agentshall indemnify (i) Agents from, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and out-of-pocket fees, documentary taxescosts, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred by Agents in connection with obtaining payment of the Obligationsnegotiation, enforcing the security interests preparation and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions execution of this Agreement and the other Financing AgreementsLoan Documents (and any amendments, approvals, consents, waivers and releases requested, required, proposed or done from time to time), and (ii) Agents and Lenders in connection with the disbursement, administration or collection of the Loan or the enforcement of the obligations of Borrower or the exercise of any right or remedy of Administrative Agent, including (a) all fees and expenses of Agents’ legal counsel; (b) fees and charges of each Construction Consultant, inspector and engineer; (c) appraisal, re-appraisal obtained in accordance with Section 2.13 hereof, and survey costs; (d) title insurance charges and premiums; (e) title search or examination costs, including abstracts, abstractors’ certificates and uniform commercial code searches; (f) judgment and tax lien searches for Borrower and each Guarantor; (g) all out-of-pocket expenses escrow fees; (h) fees and costs heretofore of environmental investigations, site assessments and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral remediations; (i) recordation taxes, documentary taxes, transfer taxes and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field mortgage taxes; (j) filing and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofrecording fees; and (hk) loan brokerage fees for which Borrower has specifically agreed to pay. Borrower shall pay all costs and expenses incurred by Administrative Agent, including attorneys’ fees, if the reasonable fees obligations or any part thereof are sought to be collected by or through an attorney at Law, whether or not involving probate, appellate, administrative or bankruptcy proceedings. Borrower shall pay all costs and disbursements expenses of counsel (including legal assistants) to Agent complying with the Loan Documents, whether or not such costs and expenses are included in connection with the Budget. Borrower’s obligations under this Section shall survive the delivery of the Loan Documents, the making of advances, the payment in full of the Indebtedness, the release or reconveyance of any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuingLoan Documents, the reasonable fees foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief proceeding, and disbursements any other event whatsoever (other than an enforceable waiver of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation Borrower’s obligations under this section 9.12 to Section by Administrative Agent, Issuing Bank or any Lender with respect to any Taxes).

Costs and Expenses. Borrowers and Guarantors shall pay Except as otherwise agreed to Agentby the parties hereto, promptly after demand and identification thereof by Agent, all reasonable the costs and expenses paid or payable (including the fees and disbursements of counsel and accountants) of the Collateral Manager and of the Issuer incurred in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement negotiation and defense preparation of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the other Financing Agreements; (g) all Issuer. The Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses and costs heretofore and from time to time hereafter reasonably incurred by Agent during the course Collateral Manager in connection with the services provided by the Collateral Manager under this Agreement, the Indenture or the Master Loan Sale Agreement, including with respect to (a) legal advisers, consultants, rating agencies, accountants, brokers and other professionals retained by the Issuer or the Collateral Manager (on behalf of periodic field examinations the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the Assets, (c) all taxes, regulatory and governmental charges (not based on the income of the Collateral Manager), insurance premiums or expenses, (d) any and such Borrower’s all costs and expenses incurred in connection with the acquisition or Guarantor’s operationsdisposition of investments on behalf of the Issuer (whether or not actually consummated) and management thereof, plus a per diem charge at Agent’s then standard rate for Agent’s examiners including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to the Rating Agencies, (f) any extraordinary costs and expenses incurred by the Collateral Manager in the field performance of its obligations under this Agreement and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; Indenture and (hg) as otherwise agreed upon by the reasonable Issuer and the Collateral Manager. In addition, the Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel (including legal assistantsand accountants) to Agent of the Collateral Manager and the Issuer incurred in connection with or incidental to the entering into of this Agreement or any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable amendment thereof. The fees and disbursements expenses payable to the Collateral Manager on any Payment Date are payable in accordance with the Priority of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesPayments.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC PPSA financing statement and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks cheques and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, if any, and the Payment Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable the actual costs and expenses reasonable expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable the actual costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all the actual costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, actual costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and reasonable expenses of preserving and protecting the Collateral; (fe) actual costs and reasonable expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of Eight Hundred Dollars ($800) per person per day for Agent’s Lender's examiners in the field and office office, provided that Borrowers shall be required to pay for only two (which rate as 2) such field audits in any twelve (12) month period unless an Event of Default or an Availability Triggering Event occurs; (g) all actual costs and expenses in connection with background investigations of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofprincipals of Borrowers; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with the preparation of this Agreement and the other Financing Agreements or any of the foregoing. The amount of any deposit given by Borrowers to Lender in connection with this Agreement remaining after payment of all fees, costs and expenses incurred by Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists audit or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none field examination of Borrowers and Guarantor their Subsidiaries and Affiliates or the preparation and negotiation of the Financing Documents shall have any obligation be applied against the amounts owing under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesSection 9.20.

Costs and Expenses. Borrowers and Guarantors Each Guarantor shall pay to AgentSecured Party and Lenders on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Secured Party's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Secured Party's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fd) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralSecured Party, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Secured Party or any Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (ge) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Secured Party during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Guarantors' operations, plus a per diem charge at Agent’s Secured Party's then standard rate for Agent’s Secured Party's examiners in the field and office (which rate as of the date hereof is $1,000 750 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hf) the reasonable fees and disbursements of counsel (including legal assistants) actually incurred to Agent Secured Party in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan Loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers’ operations, plus a per diem charge at Agent’s the then standard rate for Agent’s field examiners in the field and office (which rate as of the date hereof is of $1,000 800 per person per day); provided, subject however, that so long as no Event of Default has occurred and is continuing, and no Additional Appraisal/Field Exam Period exists, Borrowers shall not be obligated to reimburse the limitations set forth Agent for more than one (1) field examination of the Collateral in Section 7.7 hereofany twelve (12) consecutive month period; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, AgentLender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accountsbank accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) all reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual all costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) subject to the limitations of Sections 7.3 and 7.7 hereof, all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s and its Subsidiaries’ operations, plus a per diem charge at AgentLender’s then standard rate for AgentLender’s examiners in the field and office office; (which rate as of g) all fees due and owing to Lender under the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofFee Letter; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Pay to the Administrative Agent on demand all costs, expenses, filing fees and Guarantors shall pay to Agent, promptly after demand and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the applicable Obligations, Agent’s Secured Parties’ rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for due diligence, insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accountsblocked accounts, together with the Administrative Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any Letter of Creditthe L/C Obligations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred by Secured Parties in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAdministrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsLoan Documents or defending any claims made or threatened against the Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s the Loan Parties’ operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for the Administrative Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to the Administrative Agent and, if an Event of Default under Section 8.01 of this Agreement has occurred and is continuing, Lenders, in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for title insurance and other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Each Borrower shall jointly and Guarantors shall severally pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all costs and expenses and fees for title insurance and other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) when an Event of Default has occurred and is continuing, all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $600 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Subject to any and Guarantors shall all limitations and restrictions on the obligation of the Loan Parties to pay to Agentfees, promptly after demand and identification thereof by Agent, all reasonable costs and expenses contained elsewhere in this Agreement or any other Loan Document, the Loan Parties, jointly and severally, shall pay (a) to the Administrative Agent and its Affiliates on demand all reasonable out-of-pocket costs, expenses (including all reasonable fees, charges and disbursements of counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense administration of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (ab) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to the Administrative Agent all reasonable out-of-pocket costs and expenses (including the fees, charges and disbursements of any counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the collection, liquidation, enforcement and defense of the Obligations and the Administrative Agent’s rights in the Collateral, including, without limitation: (i) all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (ii) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checkscosts and expenses of Patriot Act compliance, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with the Administrative Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (ciii) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fiv) actual costs and expenses paid or actually incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAdministrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; Loan Documents or defending any claims made or threatened against the Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (gincluding preparations for and consultations concerning any such matters) and (v) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorLoan Party’s operations, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the date hereof Closing Date is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; ) and (hd) all reasonable out-of-pocket costs and expenses of the reasonable fees Administrative Agent, any Lender or any Issuing Bank (including the fees, charges and disbursements of any counsel (including legal assistantsfor the Administrative Agent, any Lender or any Issuing Bank) to Agent actually incurred in connection with any the enforcement or protection of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel its rights (including legal assistantsi) to Lenders in connection with matters described in clauses (e) this Agreement and the other Loan Documents, including its rights under this Section or (fii) above. Notwithstanding in connection with the foregoingLoans made or the Letters of Credit issued hereunder, except for taxes described including all reasonable out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in section 9.12(a), none respect of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank Loans or any Lender with respect to any TaxesLetters of Credit.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent promptly (but in any event within two (2) Business Days) following Agent, promptly after ’s written demand therefor (other than those costs and identification thereof by Agentexpenses that are due and payable on the date hereof pursuant to the terms of this Agreement and the Engagement Letters), all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s ’ s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable out-of-pocket costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and feesintangibles taxes, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all out-of-pocket costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees (except as otherwise provided in Section 7.3 hereof) and search fees, background checks, and costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter the Letters of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual all out-of-pocket costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-out of pocket expenses and costs heretofore (with respect to the Agent) and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantorany Obligor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day); provided, subject that, (i) Borrowers acknowledge and agree that Agent shall have the right to conduct field examinations with at least the limitations set forth in Section 7.7 hereofRequired Frequency and at any time that Agent may determine following the occurrence and during the continuance of an Event of Default; and (hii) all such field examinations shall be at the expense of Borrowers, except for field examinations in excess of the Required Frequency, provided, that, all such field examinations shall be at the expense of Borrowers at any time that an Event of Default shall exist or shall have occurred and be continuing; and (g) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Guarantor shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent within five (5) Business Days following Agent, promptly after ’s demand and identification thereof by Agent, all reasonable costs and expenses documented costs, expenses, filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administrationadministr­ation, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code or PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (aappl­icable)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal and assayer fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore heret­ofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day); provided, subject that, so long as no Event of Default shall exist or shall have occurred and be continuing and Excess Availability is equal to the limitations set forth or greater than $15,000,000, Borrowers and Guarantors shall not be required to reimburse Agent for such costs and expenses for more than two (2) field examinations in Section 7.7 hereofany twelve (12) month period; (g) any VAT incurred by Agent or any Lender and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Canadian Borrower shall pay to AgentCanadian Lenders, promptly after Tranche B Agent and/or Agent on demand all costs, expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Canadian Lenders’, Tranche B Agent’s and Agent’s rights in the Collateral, this Agreement, Agreement and the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC PPSA financing statement statements and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, if any, and the Payment Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Canadian Lenders, Tranche B Agent and/or Agent arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) (x) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Canadian Lenders, Tranche B Agent and/or Agent during the course of periodic audits, inspections, appraisals, valuations and field examinations of the Collateral and such Canadian Borrower’s or Guarantor’s operations, plus (y) a per diem charge at Agent’s then standard the rate of US$800 per person per day for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Canadian Lenders, Tranche B Agent and Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs out-of-pocket costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental auditsaudits and site assessments, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsLoan Documents or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), ) subject to the limitations set forth in Section 7.7 hereof; (g) any VAT incurred by Agent or any Lender; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in additionrespect of the matters set forth in clause (e), at any time an Event of Default exists or has occurred and is continuingabove, the reasonable fees and disbursements of one counsel to Agent as agent and a Lender, and one additional counsel to the other Lenders, to the extent they may so require and as they may agree (including legal assistants) to and such local counsel as the Agent and the Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(amay require), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentThe Company shall, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, includingthe transactions contemplated hereby shall be consummated: (a) pay or reimburse the Administrative Agent within fifteen (15) Business Days after demand (subject to subsection 4.2.2) for all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender them in connection with the arrangements relating to a Defaulting Lender development, preparation, delivery, administration (other than normal overhead costs of administering the Loans) and execution of, and any amendment, supplement, waiver or modification to, this Agreement, any other Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including Attorney Costs incurred by BofA (including in its capacity as provided in Section 6.13the Administrative Agent) with respect thereto; (eb) actual pay or reimburse the Administrative Agent within fifteen (15) Business Days after demand (subject to subsection 4.2.2) for all costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment the enforcement, attempted enforcement or preservation of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling any rights or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel remedies (including legal assistants) to Agent in connection with any workout or restructuring regarding the Loans) under this Agreement, any other Loan Document, and any such other documents, including Attorney Costs incurred by the Administrative Agent; and (c) pay or reimburse BofA (including in its capacity as the Administrative Agent) within thirty (30) days after demand (subject to subsection 4.2.2) for all appraisal (including the allocated cost of internal appraisal services), audit, environmental inspection and review (including the foregoing allocated cost of such internal services), search and in additionfiling costs, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel expenses incurred or sustained by BofA (including legal assistantsin its capacity as the Administrative Agent) to Lenders in connection with the matters described in clauses referred to under paragraphs (ea) or and (fb) aboveof this Section. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.10.5

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, AgentLender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, includingincluding but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording reordering taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs all title insurance and expenses and fees for other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparation for and consultation concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard the rate of $1,000 per person per day for AgentLender’s examiners in the field and office office; provided, that, (which rate as of i) field examinations shall be conducted at Borrower’s expense on no more than one (1) occasion during each twelve (12) month period following the date hereof is and on a second (2nd) occasion at Borrower’s expense during any such twelve (12) month period if Borrower has (A) EBITDA of less than $1,000 per person per day)100,000,000 at any time during any period of twelve (12) consecutive month or (B) average Excess Availability, subject to calculated on a daily basis, for any period of thirty (30) consecutive days of less than $30,000,000, and (ii) upon the limitations set forth occurrence and during the continuance of an Event of Default, Lender may conduct, at Borrower’s expense, all such additional field examinations as Lender shall deem necessary in Section 7.7 hereofits discretion; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall (a) The Company agrees to pay to Agent, promptly after on demand and identification thereof by Agent, all reasonable costs and expenses paid or payable of the Agent in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement modification and defense amendment of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Notes and all the other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter to be contemplated (whether or not executed) or entered into in respect hereof and thereofdelivered hereunder, including: , without limitation, (ai) all due diligence, transportation, computer, duplication, appraisal, consultant, and audit expenses, (ii) the reasonable fees and expenses of counsel for the Lead Lenders and the Agent with respect thereto and (iii) fees and expenses incurred in connection with the creation, perfection or protection of the liens under the Loan Documents (including all reasonable search, filing and recording fees), provided, however, the Company shall not be required to pay fees or expenses of more than one counsel in any jurisdiction where the Collateral is located, with respect to advising each of the Agent, as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto. The Company further agrees to pay on demand all costs and expenses of filing or recording (including UCC financing statement filing taxes the Agent, and fees, documentary taxes, intangibles taxes and mortgage recording taxes and feeseach Lender, if applicable) any (including, without limitation, reasonable counsel fees and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)expenses), in connection with the enforcement (bwhether through negotiations, legal proceedings or otherwise) of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, including, without limitation, reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks counsel for the Agent and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses enforcement of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of rights under this Agreement and the other Financing Agreements; Loan Documents. Without limiting the foregoing, the Company also agrees to pay all costs and expenses of the Lead Lenders as required under the Commitment Letter dated as of December 31, 2012 (g) all out-of-pocket expenses and costs heretofore and as amended, supplemented or otherwise modified from time to time hereafter incurred by Agent during time) among the course of periodic field examinations of Lead Lenders and the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesCompany.

Costs and Expenses. Borrowers Subject to any and Guarantors shall all limitations and restrictions on the obligation of the Loan Parties to pay to Agentfees, promptly after demand and identification thereof by Agent, all reasonable costs and expenses contained elsewhere in this Agreement or any other Loan Document, the Loan Parties, jointly and severally, shall pay (a) to the Administrative Agent and its Affiliates on demand all reasonable out-of-pocket costs, expenses (including all reasonable fees, charges and disbursements of counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense administration of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (ab) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to the Administrative Agent all reasonable out-of-pocket costs and expenses (including the fees, charges and disbursements of any counsel for the Administrative Agent), filing fees and taxes paid or payable in connection with the collection, liquidation, enforcement and defense of the Obligations and the Administrative Agent’s rights in the Collateral, including, without limitation: (i) all costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (ii) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checkscosts and expenses of Patriot Act compliance, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with the Administrative Agent’s reasonable customary charges and fees 114 with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (ciii) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fiv) actual costs and expenses paid or actually incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAdministrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; Loan Documents or defending any claims made or threatened against the Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (gincluding preparations for and consultations concerning any such matters) and (v) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by the Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorLoan Party’s operations, plus a per diem charge at the Administrative Agent’s then standard rate for the Administrative Agent’s examiners in the field and office (which rate as of the date hereof Closing Date is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; ) and (hd) all reasonable out-of-pocket costs and expenses of the reasonable fees Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel (including legal assistantsfor the Administrative Agent, any Lender or the Issuing Lender) to Agent actually incurred in connection with any the enforcement or protection of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel its rights (including legal assistantsi) to Lenders in connection with matters described in clauses (e) this Agreement and the other Loan Documents, including its rights under this Section or (fii) above. Notwithstanding in connection with the foregoingLoans made or the Letters of Credit issued hereunder, except for taxes described including all reasonable out-of-pocket expenses actually incurred during any workout, restructuring or negotiations in section 9.12(a), none respect of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank Loans or any Lender with respect to any TaxesLetters of Credit.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $600 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Administrative Agent, promptly after Issuing Bank, Swing Line Lender and Lenders on demand all out-of-pocket costs, expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Administrative Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checksfees (including OFAC/PEP searches), costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Administrative Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAdministrative Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Administrative Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all fees and charges, together with out-of-pocket expenses and costs costs, heretofore and from time to time hereafter incurred by Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Administrative Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay Except as otherwise agreed to Agentby the parties hereto, promptly after demand and identification thereof by Agent, all reasonable the costs and expenses paid or payable (including the fees and disbursements of counsel and accountants) of the Collateral Manager and of the Issuer incurred in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement negotiation and defense preparation of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions execution of this Agreement and any amendment hereto, and all matters incidental thereto, shall be borne by the other Financing Agreements; (g) all Issuer. The Issuer will pay or reimburse the Collateral Manager for expenses including fees and out-of-pocket expenses and costs heretofore and from time to time hereafter reasonably incurred by Agent during the course Collateral Manager in connection with the services provided by the Collateral Manager under this Agreement, the Indenture or the Master Loan Sale Agreement, including with respect to (a) legal advisers, consultants, rating agencies, accountants (including tax accountants), brokers and other professionals retained by the Issuer or the Collateral Manager (on behalf of periodic field examinations the Issuer), (b) asset pricing and asset rating services, compliance services and software, and accounting, programming and data entry services directly related to the management of the Assets, (c) all taxes, regulatory and governmental charges (not based on the income of the Collateral Manager), insurance premiums or expenses, (d) any and such Borrower’s all costs and expenses incurred in connection with the acquisition or Guarantor’s operationsdisposition of investments on behalf of the Issuer (whether or not actually consummated) and management thereof, plus a per diem charge at Agent’s then standard rate for Agent’s examiners including attorneys’ fees and disbursements, (e) any fees, expenses or other amounts payable to any Rating Agency, (f) expenses and fees relating to any issuance of additional Notes, redemption, Refinancing or Re-Pricing, as applicable, by the Issuer, (g) any extraordinary costs and expenses incurred by the Collateral Manager in the field performance of its obligations under this Agreement and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; Indenture and (h) as otherwise agreed upon by the reasonable Issuer and the Collateral Manager. In addition, the Issuer will pay or reimburse the costs and expenses (including fees and disbursements of counsel (including legal assistantsand accountants) to Agent of the Collateral Manager and the Issuer incurred in connection with or incidental to the entering into of this Agreement or any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable amendment thereof. The fees and disbursements expenses payable to the Collateral Manager on any Payment Date are payable in accordance with the Priority of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesPayments.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after demand Agent (and identification thereof by Agent, all reasonable with respect to costs and expenses incurred prior to the date hereof, Lenders) on demand all the reasonable out-of-pocket expenses and customary administrative charges incurred by Agent (and with respect to costs and expenses incurred prior to the date hereof, Lenders) including, without limitation, legal costs and expenses, filing and search charges, recording taxes and field examination charges and expenses for the examiners of Agent in the field and in the office, plus other out-of-pocket expenses (including due diligence and audit and appraisal expenses and legal fees) paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees (subject to the limitations set forth in this Agreement) and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operationsoperations subject to Section 7.7 hereof, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in additionforegoing, at any time an Event of Default exists or has occurred and is continuingprovided that, the reasonable aggregate amount of such reimbursement payable by Obligors to Agent and its counsel for their fees and disbursements expenses incurred prior to the closing date of one counsel the Credit Facility shall be limited to the sum of (including i) $400,000 plus (ii) the amount of all legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers fees and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxesexpenses.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses and identification thereof by Agent, all reasonable costs and expenses filing fees paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (f) after an Event of Default has occurred and is continuing, reasonable attorneys’ fees of any Lender incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office for no more than two (which rate as 2) periodic field exams during a consecutive twelve (12) month period; provided, that, unless an Event of Default shall have occurred and is continuing or a Material Adverse Effect has occurred, only one (1) periodic field exam will be conducted at the Borrowers’ expense during such consecutive twelve (12) month period unless Excess Availability is less than the greater of (x) 20% of the date hereof is Borrowing Cap and (y) $1,000 per person per day)20,000,000 at any time during such period, subject to the limitations set forth in Section 7.7 hereofwhich case one (1) additional field exam in such twelve (12) month period as Agent may request shall be at Borrowers’ expense; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in additionforegoing. Additionally, at any time there shall be no limitation on the number or frequency of field exams if an Event of Default exists or a Material Adverse Effect has occurred and is continuing, and the reasonable fees Borrowers shall be responsible for the costs and disbursements expenses of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) any such field exams conducted while an Event of Default or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers a Material Adverse Effect has occurred and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxesis continuing.

Costs and Expenses. The Borrowers and Guarantors shall pay to Agentthe Lender and each Holder on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administrationadministr­ation, collection, liquidation, enforcement and defense of the Obligations, Agent’s the Lender's rights in the Collateral, this Loan Agreement, the other Financing Agreements Transaction Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (aappl­icable)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fd) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent the Lender, refinancing or restructuring of the Notes in the Collateralnature of a “with-out” or pursuant to any insolvency or bankruptcy proceedings, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Loan Agreement and the other Financing AgreementsTransaction Documents or defending any claims made or threatened against the Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (ge) all out-of-pocket expenses and costs heretofore heret­ofore and from time to time hereafter incurred by Agent the Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s the Borrowers’ operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hf) the reasonable fees and disbursements of counsel (including legal assistants) and consultants to Agent the Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Subject to any and Guarantors all limitations and restrictions on the obligation of the Loan Parties to pay fees, costs and expenses contained elsewhere in this Agreement or any other Loan Document, the Loan Parties shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs out-of-pocket costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense administration of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Loan Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, and all reasonable out-of-pocket costs and expenses, filing fees and taxes paid or payable in connection with the collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any the Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsLoan Documents or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorLoan Party’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof Closing Date is $1,000 per person per day); provided that so long as no Cash Dominion Event has occurred, subject to the limitations set forth in Section 7.7 hereofBorrowers shall only be responsible for the cost of two (2) field examinations and two (2) appraisals during any twelve consecutive month period; and further provided, upon the occurrence and during the continuance of a Cash Dominion Event, Borrowers shall be responsible for the cost of all field examinations and appraisals; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, foregoing; provided that the reasonable Loan Parties shall only be responsible for reimbursing the Agent for fees and disbursements expenses of one counsel (including legal assistants) to Lenders and local U.S. and Canadian counsel in connection with matters described closing of this Credit Facility; and provided, further, that the Canadian Loan Parties shall not be required to pay such fees and expenses in clauses (e) or (f) above. Notwithstanding excess of the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesCanadian Borrower Percentage thereof.

Costs and Expenses. Borrowers and Guarantors Each US Borrower shall pay to AgentUS Lenders, promptly after Tranche B Agent and Agent on demand all costs, expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, US Lenders’, Tranche B Agent’s and Agent’s rights in the Collateral, this Agreement, Agreement and the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including PPSA or UCC financing statement statements and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, if any, and the Payment Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against US Lenders, Tranche B Agent and/or Agent arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) (x) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by US Lenders, Tranche B Agent and/or Agent during the course of periodic audits, inspections, appraisals, valuations and field examinations of the Collateral and such Borrower’s or Guarantor’s US Borrowers’ operations, plus (y) a per diem charge at Agent’s then standard the rate of US$800 per person per day for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to US Lenders, Tranche B Agent and Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentThe Company shall, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, includingthe transactions contemplated hereby shall be consummated: (a) pay or reimburse the Administrative Agent within fifteen (15) Business Days after demand (subject to subsections 4.1.12 and 4.2.2) for all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender them in connection with the arrangements relating to a Defaulting Lender development, preparation, delivery, administration (other than normal overhead costs of administering the Loans) and execution of, and any amendment, supplement, waiver or modification to, this Agreement, any other Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including Attorney Costs incurred by BofA (including in its capacity as provided in Section 6.13the Administrative Agent) with respect thereto; (eb) actual pay or reimburse the Administrative Agent within fifteen (15) Business Days after demand (subject to subsections 4.1.12 and 4.2.2) for all costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment the enforcement, attempted enforcement or preservation of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling any rights or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel remedies (including legal assistants) to Agent in connection with any workout or restructuring regarding the Loans) under this Agreement, any other Loan Document, and any such other documents, including Attorney Costs incurred by the Administrative Agent; and (c) pay or reimburse BofA (including in its capacity as the Administrative Agent) within thirty (30) days after demand (subject to subsections 4.1.12 and 4.2.2) for all appraisal (including the allocated cost of internal appraisal services), audit, environmental inspection and review (including the foregoing allocated cost of such internal services), search and in additionfiling costs, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel expenses incurred or sustained by BofA (including legal assistantsin its capacity as the Administrative Agent) to Lenders in connection with the matters described in clauses referred to under paragraphs (ea) or and (fb) aboveof this Section. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.10.5

Costs and Expenses. Borrowers and Guarantors Each Loan Party shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administrationadministration (to the extent not included in the Administrative Management Fee), collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent and Lenders during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Loan Party's operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 office; provided, that, Borrowers shall not be liable for any such per person per day), subject diem charges prior to the limitations set forth in Section 7.7 hereofexistence of an Event of Default; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent and Lenders in connection with any of the foregoing foregoing. Agent shall provide documentation evidencing such costs and expenses to Parent in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection a manner consistent with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes's customary practices.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search 112 fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s 's or Guarantor’s 's operations, plus a per diem charge at Agent’s 's then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 800 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers (a) Borrower agrees to pay and Guarantors shall pay to Agentreimburse Lender on demand for all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndicationadministration, administrationperformance, construction, interpretation, workout, restructure, collection, liquidation, foreclosure, enforcement and defense of this Agreement and the Obligationsother Credit Documents, Agentor of Lender’s rights in the any Collateral, this Agreementincluding, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or but not executed) or entered into in respect hereof and thereof, includinglimited to: (ai) all reasonable costs and expenses of UCC, litigation, Lien, judgment and similar searches, and all filing or and recording fees (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (ii) (all title and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (iii) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accountsa Controlled Account, lockbox accounts or depository account control agreements, together with AgentLender’s reasonable customary charges and fees with respect theretothereto and any obligations of Lender to the depository institutions maintaining such Controlled Account, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned lockbox accounts or delayeddeposit accounts; (civ) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining collection of the Accounts and payment of the all Obligations, and of enforcing the security interests and liens Liens of Agent in the Collateral, selling or otherwise realizing upon the CollateralLender, and otherwise enforcing the provisions of this Agreement or defending any claims made or threatened against Lender or any Collateral (including, without limitation, preparations for and the other Financing Agreementsconsultations concerning any such matters); and (gv) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic up to four (4) field examinations of the Collateral and such Borrower’s or Guarantor’s operations's operations for each calendar year, plus a per diem charge at Agent’s the then standard rate for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hvi) expenses incurred in protecting Lender’s interest in the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesCollateral.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, FOURTH AMENDED AND RESTATED LOAN AGREEMENT administration, collection, liquidation, enforcement and defense of the Obligations, AgentLender’s and Agents’ rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts and Payment Accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralAgents and/or Lender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agents and/or Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s and Obligors’ operations, plus a per diem charge at Agent’s then standard the rate of $1,200 per person per day for AgentLender’s examiners in the field and office office; provided that such field examinations shall be (which rate as of the date hereof is $1,000 per person per day), i) subject to the limitations set forth in Section 7.7 hereofclause (ii) below, limited to three (3) per annum and (ii) unlimited if an Event of Default exists; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender and Agents in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after for itself and the ratable benefit of Lenders, on demand all costs, expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's and Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiumspremiums (including, without limitation, title insurance premiums and additional title insurance premiums required as a result of any increase in the appraised value of Real Property Collateral), environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto; provided, in each case however, Borrowers shall be required to pay the costs and expenses associated with respect one appraisal per quarter (and monthly desktop appraisals pursuant to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of Section 7.3(d)) but if an Event of Default)Default has occurred and is continuing, such approval not Borrowers shall be required to pay the costs and expenses associated with any and all appraisals that may be unreasonably withheld, conditioned or delayedconducted; (c) customary charges, fees or expenses charged by any bank or Issuing Bank in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in Agent, for itself and the Collateralratable benefit of Lenders, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent or any Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s the then standard prevailing rate (currently Seven Hundred Fifty Dollars ($750) per person per day) for Agent’s 's examiners in the field and office (which rate as office; provided, however, Borrowers shall be required to pay the costs and expenses associated with one field examination per quarter but if an Event of Default has occurred and is continuing, Borrowers shall be required to pay the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofcosts and expenses associated with any and all 85 field examinations that may be conducted; and (hg) the reasonable costs, expenses, fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof (except as limited by Agent, clause (g) of this Section 9.22) all reasonable costs out-of-pocket costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable out-of-pocket costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable reasonable, out-of-pocket costs and expenses and fees for (i) insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspectionsinspections if an Event of Default shall have occurred and be continuing, and (ii) appraisal fees and search fees, background checks, reasonable, out-of-pocket costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any Letter of Credit; (d) reasonable costs if an Event of Default has occurred and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual is continuing, reasonable, out-of-pocket costs and expenses of preserving and protecting the Collateral; (fe) actual out-of-pocket costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) (i) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such each Borrower’s 's or Guarantor’s operations, which field examinations shall be conducted no more than two (2) times in any twelve (12) month period, except that, if the aggregate outstanding amount of Loans and Letter of Credit Obligations shall be equal to or greater than $30,000,000 at any time, then such field examinations shall be conducted no more than three (3) times in any twelve (12) month period, and except that, on or after the occurrence and continuation of an Event of Default, such field examinations shall be conducted at any time or times as Agent may require, plus (ii) a per diem charge at Agent’s then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 850.00 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable reasonable, out-of-pocket fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in additionforegoing, at any time an Event of Default exists or has occurred and is continuing, the reasonable which fees and disbursements of one counsel (including legal assistantsi) shall be payable by Borrowers within thirty (30) days after receipt of an invoice therefor, and (ii) if not paid within such period or if Agent shall not have received within such period a written notice from Borrowers of any specific exceptions thereto and such exceptions are not resolved within thirty (30) days thereafter, shall be charged directly to Lenders in connection with matters described in clauses (ethe loan account(s) or (fof any Borrower pursuant to Section 6.4(b) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxeshereof.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs documented costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable documented fees and disbursements of one primary counsel and one local counsel in each applicable jurisdiction (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable documented fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (ed) or (fe) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Subject to the limitations contained in Sections 7.3, 7.4 and 7.7 hereof, Borrowers and Guarantors shall pay to AgentAgent on demand all documented costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable and documented out-of-pocket costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and 100 inspections, appraisal fees (subject to the limitations contained in Sections 7.3(d) and 7.4(a) hereof) and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel to Agent (limited to one counsel to Agent, one regulatory counsel to Agent and one local counsel to Agent in each applicable jurisdiction, in each case including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. The Borrowers and Guarantors shall pay to (i) all expenses incurred by the Administrative Agent and its Affiliates (including the fees, charges and disbursements of counsel for the Administrative Agent, promptly after demand and identification thereof by Agent, all reasonable costs and expenses paid or payable ) in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement delivery and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions administration of this Agreement and the other Financing Agreements; Credit Facility Documents or any amendments, modifications or waivers (gwhether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket third party expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s Agent, the Administrative Agent or Guarantor’s operationsany Lender (including the documented fees, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees charges and disbursements of any counsel (for the Collateral Agent, the Administrative Agent or any Lender, including legal assistants) to the third party expenses of executing, recording, filing and perfecting the Security Documents and the costs of any title policy in connection with the Mortgages, including all endorsements, and any updated survey required by the Administrative Agent or the Collateral Agent in connection with any of therewith), provided that the foregoing Administrative Agent and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one Lenders shall endeavor to use the same single counsel (including legal assistants) to Lenders in connection with matters described the enforcement or protection of its rights (A) in clauses (e) connection with this Agreement and the other Credit Facility Documents, including its rights under this Section, or (fB) abovein connection with the Advances made hereunder, including all such third party expenses incurred during any workout, restructuring or negotiations in respect of such Advances, provided that the Administrative Agent and the Lenders shall endeavor to use the same single counsel. Notwithstanding The foregoing costs and expenses shall include all search, filing, recording, appraisal charges and fees and taxes related thereto, and other third party expenses incurred by the foregoing, except for taxes described in section 9.12(a), none Administrative Agent and the cost of Borrowers independent public accountants and Guarantor shall have any obligation other outside experts retained by the Administrative Agent. All amounts due under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesSection 9.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after each Agent on demand and identification thereof by Agent, all reasonable costs costs, expenses and expenses filing fees paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, such Agent’s rights in the Collateral, this Agreement, the other Financing Agreements Agreements, the Mortgages and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes fees and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with such Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fd) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Collateral Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agreements or defending any claims made or threatened against an Agent during the course of periodic field examinations or any Lender arising out of the Collateral transactions contemplated hereby and thereby (including preparations for and consultations concerning any such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per daymatters), subject to the limitations set forth in Section 7.7 hereof; and (he) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Agents in connection with any of the foregoing (it being understood that the Borrowers and Guarantors shall not be responsible for fees and expenses of more than one special counsel to Agents and one local counsel to Agents in each appropriate jurisdiction, or in the case of any conflict of interest, additional counsel to the affected Agent, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules) and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (ec) or (fd) aboveabove (or in the case of any conflict of interest, additional counsel to the affected Lenders, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules). Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers any costs and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender expenses with respect to duties, taxes, levies, imposts, fees, deductions, charges or withholdings of any Taxeskind imposed by any Governmental Authority shall be governed by Section 6.8.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable costs and expenses paid that Lender pays or payable incurs in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidation, enforcement and defense termination of this Agreement and the Obligations, Agent’s rights in the Collateral, this AgreementLoan Documents, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereofBankruptcy Court Order, including, without limitation: (a) all reasonable attorneys' and paralegals' fees and disbursements of counsel to Lender, (b) costs and expenses (including attorneys' and paralegals' fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with this Agreement and related documents, the Bankruptcy Court Order, and any transaction mentioned or contemplated thereby; (c) costs and expenses of lien searches, environmental surveys, recording and filing or recording (including UCC financing statement filing taxes fees and fees, documentary taxes, intangibles taxes and mortgage any other recording taxes and fees, if applicable) (and associated with the amount perfection of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining interests in the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable taxes, fees and other charges for recording any agreements or documents with any governmental authority, and the filing of Financing Statements and continuations, and other actions to perfect, protect, and continue the security interests and liens of Lender in the Collateral; (e) sums paid or incurred to pay any amount or take any action required of Borrower under this Agreement and related documents, or the Bankruptcy Court Order that Borrower fails to pay or take; (f) costs of appraisals, inspections and expenses incurred verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Borrower's operations by Issuing Bank Lender or its agents and Swing Line Lender to attend court hearings or otherwise in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Chapter 11 Case; (eg) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (gh) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent the Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge per person per day at Agent’s Lender's then standard current rate (as of the Closing Date, such rate is $750 per day, per man), for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hi) the reasonable costs and expenses (including attorneys' and paralegals' fees and disbursements disbursements) paid or incurred to obtain payment of counsel the Obligations, enforce the security interests and liens of Lender, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of this Agreement and related documents, and the Bankruptcy Court Order, or to defend any claims made or threatened against Lender arising out of the transactions contemplated hereby (including legal assistants) including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to Agent limit any other provisions of this Agreement and related documents regarding costs and expenses to be paid by Borrower. All sums provided for in connection with this Section 2.9 shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under this Agreement and related documents. Lender is hereby irrevocably authorized to charge any amounts payable hereunder directly to any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistantsaccount(s) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any maintained by Lender with respect to any TaxesBorrower.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement statements, PPSA financing statements, filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (f) any goods and services taxes or other value added taxes incurred by Lender; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) actual and reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) 116 actual and reasonable costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all reasonable out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (ed) or (fe) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees or other registrations or filing fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s 's or Guarantor’s 's operations, plus a per diem charge at Agent’s 's then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 750 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations's operations including the costs of field testing by third party providers retained by Lender, plus a per diem charge at Agent’s then standard the rate of $750.00 per person per day plus travel, hotel and all other out of pocket expenses for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable out-of-pocket costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable out-of-pocket costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day), subject provided that periodic field examinations will be limited to the limitations set forth two in Section 7.7 hereofany twelve (12) consecutive month period unless (i) Excess Availability is less than $30,000,000, in which case, Agent shall be entitled to conduct a third field examination, and (ii) if an Event of Default shall have occurred and be continuing, there shall be no restriction on field examinations; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Each Borrower and Guarantors Guarantor shall pay to Agent, promptly after demand for itself and identification thereof by Agentthe benefit of Lenders, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s the rights of Agent and Lenders, in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and feesintangibles taxes, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in and of Canadian Lender, for the Collateralratable benefit of Lenders, and Canadian Lender selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent or any Lender during the course of periodic field examinations of the Collateral and such any Borrower’s or Guarantor’s operations, plus a per diem charge at the rate of $650 per person per day for Agent’s then standard rate for Agentor any Lender’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent and Lenders in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, AgentLender’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fd) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (ge) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for AgentLender’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hf) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers shall jointly and Guarantors shall severally pay to AgentAgents and Lenders ON DEMAND all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses Taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Agents' and Lenders' rights in the Collateral, this Agreement, the other DIP Financing Agreements Documents and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxesTaxes, intangibles taxes Taxes and mortgage recording taxes Taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Agents' and Lenders' customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralCollateral Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other DIP Financing AgreementsDocuments or defending any claims made or threatened against any Agent or Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by any Agent or Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Agents' and Lenders' examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Agents and Lenders and any Participant in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Each Borrower and Guarantors each Guarantor shall pay to AgentAgent all its costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s the rights of Agent and Lenders in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code and PPSA financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and feesintangibles taxes, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in Agent, for the Collateralratable benefit of Lenders, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such any Borrower’s or any Guarantor’s operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s examiners in the field and office (which rate as provided, that, if no Event of the date hereof is $1,000 Default exists, Borrowers and Guarantors shall only be obligated to reimburse for four examinations per person per dayyear), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for title insurance and other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees or other registrations or filing fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any bank or Issuing Bank in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all documented out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable and documented fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections (except that, so long as the Collateral does not include any Real Property, Borrowers shall have no liability to Agent for any costs incurred by Agent in connect with environmental audits, title insurance premiums, surveys, assessments or engineering reports and inspections, in each case that may be incurred with respect to any of Borrowers' Real Property), appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s 's then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 750 per person per dayday (collectively, the "Audit Fees")), subject except that, so long as no Event of Default has occurred and is continuing, (i) Borrowers shall pay for all such Audit Fees and costs with respect to not more than four (4) such field examinations performed by Agent in any of Borrowers' fiscal years and (ii) the Monthly Servicing Fees paid by Borrowers to Lender pursuant to the limitations set forth Fee Letter shall be applied to and constitute payment of all Audit Fees (but not the costs incurred by Agent in Section 7.7 hereofconnection therewith), provided that, (A) Borrowers shall be responsible for and pay to Agent the amount of Audit Fees that are at any time due and owing to Agent hereunder that exceed the amount of the Monthly Servicing Fees paid to Agent on or about the date on which Agent makes request to Borrowers for payment of such Audit Fees and (B) from and after the occurrence and during the continuance of any Event of Default, Borrowers shall pay to Agent, upon demand, all Audit Fees and related costs for all such field examinations as shall be conducted by Agent in its sole discretion; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all commercially reasonable costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspectionspremiums paid by Lender pursuant to Section 9.5, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650.00 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after (I) Agent on demand and identification thereof by Agent, all reasonable costs and documented out-of-pocket costs, expenses and filing fees paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: subject to Section 6.5(b) (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes fees and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit[Reserved]; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gfII) after an Event of Default has occurred and is continuing, reasonable and documented out-of-pocket attorneys’ fees of Agent and the Lenders (other than Affiliated Lenders) incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements or defending any claims made or threatened against Agent or any Lender (other than Affiliated Lenders) arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters) (limited to one primary counsel (to be retained by Agent) to Agent and all Lenders (other than Affiliated Lenders), taken as a whole, plus (x) if reasonably necessary, one local counsel in any relevant jurisdiction (which may include a single firm of counsel acting in multiple jurisdictions) and (y) in the case of an actual or perceived conflict of interest where such Person affected by such conflict informs Administrative Borrower of such conflict, in each case, a single additional firm of counsel in each relevant jurisdiction for all similarly situated affected Persons); (gIII) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office for no more than two (which rate as 2) periodic field exams during a consecutive twelve (12) month period; provided, that, any field exam during the occurrence and continuance of an Event of Default or during a Compliance Period shall be at the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofBorrowers’ expense; and (hhIV) the reasonable and documented out-of-pocket fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and (limited to one primary counsel, plus, if reasonably necessary one local counsel in addition, at any time an Event relevant jurisdiction (which may include a single firm of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders acting in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(amultiple jurisdictions), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes).

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any the Letter of CreditCredit Accommodations; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s 's or Guarantor’s 's operations, plus a per diem charge at Agent’s 's then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 800 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. In addition to and not in limitation of the provisions of Section 9.21 of the Loan Agreement, Borrowers and Guarantors shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs and expenses paid that Agent and Lenders shall pay or payable incur in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidation, enforcement and defense termination of the Obligations, Agent’s rights in the Collateral, this Ratification Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereofthe Financing Order, including, without limitation: (a) all reasonable attorneys' and paralegals' fees and disbursements of counsel to, and reasonable fees and expenses of consultants, accountants and other professionals retained by, Agent and Lenders; (b) costs and expenses of filing or recording (including UCC financing statement filing taxes reasonable attorneys' and feesparalegals' fees and disbursements) for any amendment, documentary taxessupplement, intangibles taxes and mortgage recording taxes and feeswaiver, if applicable) (consent, or subsequent closing in connection with this Ratification Agreement, the other Financing Agreements, the Financing Order, and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs transactions contemplated hereby and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayedthereby; (c) customary chargestaxes, fees and other charges for recording any agreements or expenses charged by any Issuing Bank in connection documents with any Letter Governmental Authority, and the filing of Credit; (d) reasonable costs UCC or PPSA financing statements and expenses incurred by Issuing Bank continuations, and Swing Line Lender in connection with the arrangements relating other actions to a Defaulting Lender as provided in Section 6.13; (e) actual costs perfect, protect, and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing continue the security interests and liens of Agent in the Collateral; (d) sums paid or incurred to pay any amount or take any action required of Borrowers and Guarantors under the Financing Agreements or the Financing Order that Borrowers and Guarantors fail to pay or take; (e) costs of appraisals, selling inspections and verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Debtors’ operations by Agent or its agents and to attend court hearings or otherwise realizing upon in connection with the Chapter 11 Cases; (f) costs and expenses of preserving and protecting the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Debtors' operations, plus a per diem charge at Agent’s then standard the rate of $1,000 per person per day for Agent’s examiners in the field and office office; provided, that, so long as no Default or Event of Default shall exist or have occurred and be continuing, Debtors shall not be required to pay such per diem charge for more than four (which rate 4) such field examinations in any twelve (12) month period (and any field examinations conducted at such time as a Default or Event of the date hereof is $1,000 per person per dayDefault shall exist or have occurred and be continuing shall not be deemed to constitute a field examination for purposes of such limitation), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable costs and expenses (including attorneys' and paralegals' fees and disbursements of counsel (including legal assistantsdisbursements) paid or incurred to Agent in connection with any obtain payment of the foregoing Obligations, enforce the security interests and in additionliens of Agent and Lenders, at any time an Event sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of Default exists or has occurred and is continuingthis Ratification Agreement, the reasonable fees and disbursements of one counsel (including legal assistants) other Financing Agreements or the Financing Order, or to Lenders in connection with matters described in clauses (e) defend any claims made or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank threatened against Agent or any Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Financing Agreements regarding costs and expenses to be paid by Borrowers. All sums provided for in this Section shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Financing Agreements. Agent is hereby irrevocably authorized to charge any amounts payable hereunder directly to any account maintained by Agent with respect to any TaxesBorrower or Guarantor.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent and Lenders on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate per diem charge ($850 as of Closing Date) per person per day for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees actually incurred and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, promptly after within five (5) Business Days following demand and identification thereof by Agent, all reasonable and documented out-of-pocket costs and expenses (and including the per diem charges contemplated by clause (f) below), filing fees and taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Subject to the limitations contained in Sections 7.3, 7.4 and Guarantors 7.7 hereof, Loan Parties shall pay to AgentAgent on demand all documented costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable and documented out-of-pocket costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees (subject to the limitations contained in Sections 7.3(d) and 7.4(a) hereof) and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank bank or issuer in connection with any Letter the Letters of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorLoan Party’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent; (g) fees, charges or expenses paid or incurred by Agent if it elects to employ the limitations set forth in Section 7.7 hereofservices of one or more third Persons to appraise the Collateral, or any portion thereof; and (h) the reasonable fees and disbursements of counsel to Agent (limited to one counsel to Agent, one regulatory counsel to Agent, and one local counsel to Agent in each applicable jurisdiction, in each case including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand ------------------ expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs all title insurance and expenses and fees for other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) from and after an Event of Default, all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay when due all costs and expenses required by this Loan Agreement including, without limitation, (a) all taxes and assessments applicable to Agentthe Property, promptly after demand (b) all fees for filing or recording the Loan Documents, (c) all reasonable fees and identification thereof commissions lawfully due to brokers, salesmen, and agents in connection with the Loan or the Property and which are not incurred by AgentLender, (d) all fees, disbursements, and expenses of legal counsel to Lender, (e) all title insurance and title examination charges, including premiums for the Title Insurance Policy, (f) all survey costs and expenses, including the cost of the Survey, (g) all premiums for the Insurance Policies, (h) all costs and expenses of the Environmental Audit, the Engineer's Audit, the Insurance Audit, and the Appraisal, and (i) all other reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents to third parties which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses are incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment consummation of the Obligationstransactions contemplated by this Loan Agreement, enforcing whether incurred prior to or after the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) date hereof. Borrower further agrees to pay all out-of-pocket expenses and costs heretofore and from time to time hereafter third parties incurred by Agent during Lender in connection with the course preparation of periodic field examinations this Loan Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the Collateral provisions hereof or thereof (whether or not the transactions thereby contemplated shall be consummated) or incurred by Lender in connection with the administration or the enforcement or protection of its rights and such Borrower’s obligations (or Guarantor’s operationsthe rights and obligations of Lender) in connection with this Loan Agreement and the other Loan Documents or in connection with the Loan made or any Note issued hereunder including, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day)but not limited to, subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees all fees, charges and disbursements of counsel (including legal assistants) for Lender and all out-of-pocket expenses incurred by Lender for reasonable visits by Lender's employees and agents to Agent in connection with any of inspect the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesProperty.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) with respect to any period during which an Event of Default has occurred and is continuing, all out-of-pocket expenses and costs heretofore and from time incurred during such period by Lender pursuant to time hereafter incurred by Agent during the course of periodic Lender's field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $650 per person for Agent’s each day during such period that Lender's examiners (whether stationed in the field or office) are engaged in an examination of Borrowers' books and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereof; records and Collateral and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand ------------------ expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs all title insurance and expenses and fees for other insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $600 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Debtor shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs and expenses paid that Agent pays or payable incurs in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidation, enforcement and defense termination of the Obligations, Agent’s rights in the Collateral, this Ratification Agreement, the other Financing Agreements Agreements, the Financing Order, and all other documents related hereto or proposals in respect thereto, including any amendmentsincluding, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, includingwithout limitation: (a) all reasonable attorneys’ and paralegals’ fees and disbursements of counsel to Agent; (b) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with this Ratification Agreement, the other Financing Agreements, the Financing Order and the transactions contemplated thereby; (c) costs and expenses of lien searches, recording and filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable taxes, fees and other charges for recording any agreements or documents with any governmental authority, and the filing of UCC financing statements and continuations, and other actions to perfect, protect, and continue the security interests and liens of Agent and Lenders in the Collateral; (e) sums paid or incurred to pay any amount or take any action required of Debtor under the Financing Agreements or the Financing Order that Debtor fails to pay or take; (f) costs of appraisals, inspections and expenses incurred verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Debtor’s operations by Issuing Bank Agent or its agent and Swing Line Lender to attend court hearings or otherwise in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Chapter 11 Case; (eg) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (gh) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent and Lenders during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorDebtor’s operations, plus a per diem charge at Agent’s then standard the rate of $850 per person per day for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hi) the reasonable costs and expenses (including attorneys’ and paralegals’ fees and disbursements disbursements) paid or incurred to obtain payment of counsel the Obligations, enforce the security interests and liens of Agent and Lenders, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of this Ratification Agreement, the other Financing Agreements and the Financing Order, or to defend any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby (including legal assistants) including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Financing Agreements regarding costs and expenses to be paid by Debtor. All sums provided for in this Section 11.6 shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Financing Agreements. Agent in connection with is hereby irrevocably authorized to charge any amounts payable hereunder directly to any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistantsaccount(s) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender maintained by Agent with respect to any TaxesDebtor.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $750 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after Agent on demand and identification thereof by Agent, all reasonable costs and expenses paid that Agent pays or payable incurs in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidationand termination of this Ratification Agreement and the other Financing Agreements, enforcement Factoring Agreements and defense of the ObligationsFinancing Order and the transactions contemplated thereby, Agent’s rights including, without limitation: (a) reasonable financial consultants', accountants', attorneys', paralegals' and other professionals' fees and disbursements; (b) costs and expenses (including reasonable attorneys' and paralegals' fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in the Collateral, connection with this Ratification Agreement, the other Financing Agreements and all other documents related hereto or theretoAgreements, including any amendmentsthe Factoring Agreements, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (the Financing Order and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayedtransactions contemplated thereby; (c) customary chargestaxes, fees and other charges for recording any agreements or expenses charged by any Issuing Bank in connection documents with any Letter governmental authority, and the filing of CreditUCC financing statements and continuations, and other actions to perfect, protect, and continue the security interests and liens of Agent, for itself and the ratable benefit of each Lender, in the Collateral; (d) reasonable sums paid or incurred to pay any amount or take any action required of Borrower and Guarantor under the Financing Agreements, the Factoring Agreements or the Financing Order that Borrower and Guarantor fail to pay or take; (e) costs of appraisals, inspections and expenses incurred verifications of the Collateral and the Factoring Collateral and including travel, lodging, and meals for inspections of the Collateral, the Factoring Collateral and the Debtors' operations by Issuing Bank Agent or Factor or its respective agents and Swing Line Lender to attend court hearings or otherwise in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Chapter 11 Cases; (ef) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement Collateral and the other Financing AgreementsFactoring Collateral; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent or Factor during the course of periodic field examinations of the Collateral, the Factoring Collateral and such Borrower’s or Guarantor’s Debtors' operations, plus a per diem charge at Agent’s 's or Factor's, as applicable, per diem rate then standard rate in effect per person per day for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable costs and expenses (including attorneys' and paralegals' fees and disbursements disbursements) paid or incurred to obtain payment of counsel (including legal assistants) the Obligations or the Factoring Obligations, enforce the security interests and liens of Agent, for itself and the ratable benefit of each Lender, or Factor, sell or otherwise realize upon the Collateral and the Factoring Collateral, and otherwise enforce the provisions of this Ratification Agreement and the other Financing Agreements, Factoring Agreements and the Financing Order, or to defend any claims made or threatened against Agent in connection with or any of the Lenders or Factor arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Financing Agreements and Factoring Agreements regarding costs and expenses to be paid by Borrower. All sums provided for in additionthis Section 10.6 shall be part of the Obligations or Factoring Obligations, as applicable, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Financing Agreements or Factoring Agreements, as applicable. Agent is hereby irrevocably authorized to charge any time an Event amounts payable hereunder directly to any of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistantsaccount(s) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender maintained by Agent with respect to any TaxesBorrower or Guarantor.

Costs and Expenses. Borrowers and Guarantors shall pay to Agent, Agent reasonably promptly after demand all costs, expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank Lender in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office office; (which rate as g) costs and expenses incurred in connection with any workout or restructuring of the date hereof is $1,000 per person per dayLoans during the pendency of one or more Events of Default, provided, that in the case of reimbursement of counsel for the Lenders (other than the Agent), subject such reimbursement shall be limited to the limitations set forth in Section 7.7 hereof; one counsel for all such Lenders, and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Lender’s and US Collateral Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC and PPSA financing statement and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts and Payment Accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralUS Collateral Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against US Collateral Agent arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard the rate of CDN$750 per person per day for AgentLender’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to AgentLender on demand all out-of-pocket costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including, but not limited to: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and costs, expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports appraisals and inspections, appraisal fees and search fees, background checks, searches; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual 66 costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $600 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Debtors shall pay to Agent, promptly after Lender on demand and identification thereof by Agent, all reasonable costs and expenses paid that Lender pays or payable incurs in connection with the negotiation, preparation, negotiation, execution, delivery, recording, syndicationconsummation, administration, collectionenforcement, liquidationand termination of this Ratification Agreement and the other Financing Agreements and the Financing Order, enforcement including, without limitation: (a) reasonable attorneys’ and defense paralegals’ fees and disbursements of the Obligationscounsel to Lender; (b) costs and expenses (including reasonable attorneys’ and paralegals’ fees and disbursements) for any amendment, Agent’s rights supplement, waiver, consent, or subsequent closing in the Collateral, connection with this Ratification Agreement, the other Financing Agreements and all other documents related hereto or theretoAgreements, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (the Financing Order and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayedtransactions contemplated thereby; (c) customary chargestaxes, fees and other charges for recording any agreements or expenses charged by any Issuing Bank in connection documents with any Letter governmental authority, and the filing of CreditUCC financing statements and continuations, and other actions to perfect, protect, and continue the security interests and liens of Lender in the Collateral; (d) reasonable sums paid or incurred to pay any amount or take any action required of Debtors under the Financing Agreements or the Financing Order that Debtors fail to pay or take; (e) costs of appraisals, inspections and expenses incurred verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Debtors’ operations by Issuing Bank Lender or its agent and Swing Line Lender to attend court hearings or otherwise in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Chapter 11 Cases; (ef) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreements; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent the Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Debtors’ operations, plus a per diem charge at Agent’s then standard the rate of $1,000 per person per day for AgentLender’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable costs and expenses (including attorneys’ and paralegals’ fees and disbursements disbursements) paid or incurred to obtain payment of counsel the Obligations, enforce the security interests and liens of Lender, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of this Ratification Agreement, the other Financing Agreements and the Financing Order, or to defend any claims made or threatened against Lender arising out of the transactions contemplated hereby (including legal assistants) including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to Agent limit any other provisions of the Financing Agreements regarding costs and expenses to be paid by Debtors. All sums provided for in connection with this Section 10.6 shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Financing Agreements. Lender is hereby irrevocably authorized to charge any amounts payable hereunder directly to any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistantsaccount(s) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any maintained by Lender with respect to any TaxesDebtor. Debtors reserve the right to review and object to the reasonableness of any charge for Lender’s professional costs and expenses within ten (10) days of their receipt of any such charge.

Costs and Expenses. Borrowers and Guarantors Canadian Borrower shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, AgentLender’s rights in the Collateral, this Agreement, Agreement and the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC PPSA financing statement and other similar filing taxes and feesrecording fees and taxes, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks cheques and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, if any, and the Payment Accounts, together with AgentLender’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including, without limitation, preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Canadian Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard the rate of US$800 per person per day for AgentLender’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Guarantor shall pay to AgentLender on demand all commercially reasonable costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspectionspremiums paid by Lender pursuant to Section 5.5, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fd) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (ge) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650.00 per person per day for Agent’s Lender's examiners in the field and office (which rate as of in the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (hf) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers shall jointly and Guarantors shall severally pay to AgentAgents and Lenders ON DEMAND all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses Taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Agents' and Lenders' rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC financing statement filing taxes and fees, documentary taxesTaxes, intangibles taxes Taxes and mortgage recording taxes Taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Agents' and Lenders' customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens Liens of Agent in the CollateralCollateral Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against any Agent or Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by any Agent or Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s Agents' and Lenders' examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Agents and Lenders and any Participant in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers Each Borrower and Guarantors Guarantor shall pay to Agent, promptly after demand for itself and identification thereof by Agentthe benefit of Lenders, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s the rights of Agent and Lenders, in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and feesintangibles taxes, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in Agent, for the Collateralratable benefit of Lenders, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent and/or Lenders arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent or any Lender during the course of periodic field examinations of the Collateral and such any Borrower’s 's or Guarantor’s 's operations, plus a per diem charge at Agent’s then standard the rate of $650 per person per day for Agent’s 's or any Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent and Lenders in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentAgent on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s 's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable 's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (c) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (fe) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralAgent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (gf) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent during the course of periodic field examinations of the Collateral and such Borrower’s 's or Guarantor’s 's operations, plus a per diem charge at Agent’s 's then standard rate for Agent’s 's examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (hg) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors The Credit Parties shall pay to Agent, promptly after Administrative Agent and Arrangers on demand and identification thereof by Agent, all reasonable costs costs, expenses, filing fees and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Administrative Agent’s rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated requested by Borrower or required by the Administrative Agent (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable to the extent Administrative Agent is authorized in any Financing Agreement to conduct such activities at a Credit Party’s expense, costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Control Accounts, together with Administrative Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Credit-Linked Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual reasonable costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralCollateral Agent, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Administrative Agent, Collateral Agent or any Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters other than claims arising solely out of their gross negligence or willful misconduct, as determined by a court of competent jurisdiction); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Administrative Agent during the course of periodic field examinations of the Collateral and such Borrower’s or GuarantorCredit Party’s operations, plus a per diem charge at Administrative Agent’s then standard rate for Administrative Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 850 per person per day), subject to the limitations set forth in Section 7.7 hereof; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders Administrative Agent, Collateral Agent and Arrangers in connection with matters described in clauses (e) or (f) above. Notwithstanding any of the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable costs and expenses and fees for all insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) reasonable costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual reasonable costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) subject to the limitation (if applicable) set forth in Section 7.7, all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s Borrowers' operations, plus a per diem charge at Agent’s then standard the rate of $600 per person per day for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors shall pay to AgentLender on demand all costs, promptly after demand expenses, filing fees and identification thereof by Agent, all reasonable costs and expenses taxes paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s Lender's rights in the Collateral, this Agreement, the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, including: (a) all reasonable costs and expenses of filing or recording (including UCC Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), ; (b) reasonable all costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, ; (c) costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Blocked Accounts or Lender Accounts, together with Agent’s reasonable Lender's customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayed; (cd) customary charges, fees or expenses charged by any Issuing Bank in connection with any Letter of Credit; (d) reasonable costs and expenses incurred by Issuing Bank and Swing Line Lender bank or issuer in connection with the arrangements relating to a Defaulting Lender as provided in Section 6.13Letter of Credit Accommodations; (e) actual costs and expenses of preserving and protecting the Collateral; (f) actual costs and expenses paid or incurred in connection with obtaining payment of the Obligations, enforcing the security interests and liens of Agent in the CollateralLender, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing AgreementsAgreements or defending any claims made or threatened against Lender arising out of the transactions contemplated hereby and thereby (including preparations for and consultations concerning any such matters); (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Agent Lender during the course of periodic field examinations of the Collateral and such Borrower’s or Guarantor’s operations's operations including the costs of field testing by third party providers retained by Lender, plus a per diem charge at Agent’s then standard the rate of $750.00 per person per day plus travel, hotel and all other out of pocket expenses for Agent’s Lender's examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereofoffice; and (h) the reasonable fees and disbursements of counsel (including legal assistants) to Agent Lender in connection with any of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any Taxes.

Costs and Expenses. Borrowers and Guarantors Borrower shall pay to Agent, promptly after demand and identification thereof by Agent, when due all reasonable costs and expenses paid or payable in connection with the preparation, negotiation, execution, delivery, recording, syndication, administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s rights in the Collateral, required by this Agreement, including but not limited to the other Financing Agreements and all other documents related hereto or thereto, including any amendments, supplements or consents which may hereafter be contemplated (whether or not executed) or entered into in respect hereof and thereof, includingfollowing: (a) all reasonable costs taxes and expenses of assessments applicable to the Collateral; (b) all fees, charges, and taxes in connection with filing or recording (including UCC financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable) (and the amount of all fees required to be paid under any law, regulation or otherwise by any Governmental Authority shall be reasonable for purposes of this clause (a)), (b) reasonable costs and expenses and fees for insurance premiums, environmental audits, title insurance premiums, surveys, assessments, engineering reports and inspections, appraisal fees and search fees, background checks, costs and expenses of remitting loan proceeds, collecting checks and other items of payment, and establishing and maintaining the Concentration Accounts, together with Agent’s reasonable customary charges and fees with respect thereto, in each case with respect to environmental audits, title insurance premiums, surveys, engineering reports and otherwise solely with respect to Term Loan Priority Collateral, approved by Administrative Borrower (other than during the continuance of an Event of Default), such approval not to be unreasonably withheld, conditioned or delayedDocuments; (c) customary chargesall fees and commissions lawfully due to brokers, fees or expenses charged by any Issuing Bank salespersons, and agents in connection with any Letter of Creditthe Loan and the Collateral; (d) reasonable costs all fees and expenses of outside counsel to Lender, including but not limited to all fees and expenses had or incurred by Issuing Bank in connection with: (i) the preparation and Swing Line negotiation of Loan Documents, including, without limitation, all due diligence review which, in such counsel's sole discretion, is reasonably necessary or appropriate in connection with the Loan; (ii) the interpretation or enforcement of any of the provisions of, or the creation, preservation, or exercise of rights and remedies under, any of the Loan Documents; (iii) the preparation for, negotiations regarding, consultations concerning, or the defense or prosecution of legal proceedings involving any claim or claims made or threatened against Lender in connection with the arrangements relating Loan or the preservation or protection of the Collateral, expressly including, without limitation, the defense by Lender of any legal proceedings instituted or threatened, including those for pre-trial, trial, appellate, bankruptcy, and probate matters, and all costs associated therewith, including, without limitation, receivers' fees, appraisers' fees, engineers' fees, accountants' fees, independent consultants' fees, including, without limitation, environmental consultants, outlays for documentary and expert evidence, and stenographers' charges, publication costs, and costs, which may be estimates as to a Defaulting items to be expended after entry of an order or judgment, for procuring all such abstracts of title, title, and UCC searches, and examination, title policy, and similar data and assurances with respect to title as Lender as provided in Section 6.13may deem reasonably necessary either to prosecute any action; (e) actual costs all title insurance policies and expenses of preserving and protecting the Collateraltitle examination charges, including, without limitation, premiums for such title insurance policies; (f) actual all survey costs and expenses paid or incurred in connection with obtaining payment expenses, including, without limitation, the cost of the Obligations, enforcing the security interests and liens of Agent in the Collateral, selling or otherwise realizing upon the Collateral, and otherwise enforcing the provisions of this Agreement and the other Financing Agreementsany survey requested by Lender; (g) all premiums for the insurance policies required by Lender; (h) all travel and out-of-pocket expenses of Lender or its agents to conduct inspections or audits; (i) all servicing fees, lockbox fees, custodial fees, wire fees, and collection costs heretofore in connection with the Loan; (j) all other costs and from time expenses payable to time hereafter third parties incurred by Agent during Borrower in connection with the course of periodic field examinations consummation of the Collateral and such Borrower’s or Guarantor’s operations, plus a per diem charge at Agent’s then standard rate for Agent’s examiners in the field and office (which rate as of the date hereof is $1,000 per person per day), subject to the limitations set forth in Section 7.7 hereoftransactions contemplated by this Agreement; and (hk) the all other reasonable fees expenditures and disbursements expenses which may be paid or incurred by or on behalf of counsel Lender, including, without limitation, repair costs and payments to remove or protect against liens. All costs and expenses to be paid by Borrower to Lender shall be due as a condition precedent to each Advance, or at Lender's election, within ten (including legal assistants10) days following Lender's delivery to Agent in connection with any Borrower of written notification of such costs and expenses from Lender, and all such costs and expenses shall be secured by all of the foregoing and in addition, at any time an Event of Default exists or has occurred and is continuing, the reasonable fees and disbursements of one counsel (including legal assistants) to Lenders in connection with matters described in clauses (e) or (f) above. Notwithstanding the foregoing, except for taxes described in section 9.12(a), none of Borrowers and Guarantor shall have any obligation under this section 9.12 to Agent, Issuing Bank or any Lender with respect to any TaxesCollateral.