Indemnification for Expenses; Attorney Fees. A Party in breach of this Agreement shall, on demand, indemnify and hold harmless the other Party hereto for and against all out-of-pocket expenses, including, without limitation, reasonable legal fees, incurred by such other Party by reason of the enforcement and protection of its rights under this Agreement, should such Party prevail in such action. The payment of such expenses is in addition to any other relief to which such other Party may be entitled hereunder or otherwise.

Attorney Fees. The Employment Agreement is amended by adding the following new [Section 22]:

Attorney Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either party brings an action to enforce or effect its rights under this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys' fees incurred in connection with such an action.

In the event of any action or proceeding to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ and experts’ fees and costs, in addition to such other relief as may be granted.

Company agrees to pay Holder’s collection expenses, attorney fees and paralegal fees which may be incurred in the collection of any amount due hereunder or enforcement or interpretation of any or all of Company’s duties hereunder or any guaranty related to Company’s duties hereunder, or any part hereof or thereof, whether or not suit is instituted, and if suit is instituted, to pay all such collection expenses, court costs, attorney fees and paralegal fees as may be determined by the trial court or any appellate courts. Company further agrees to pay any attorney fees, paralegal fees or costs incurred by Holder with respect to Company’s obligations hereunder in connection with any action or proceeding to enforce any ​’s rights associated with any collateral securing this Note, or with respect to any bankruptcy, receivership or insolvency proceedings of Company or any ​ of Company’s obligations hereunder, whether judicial or otherwise, including but not limited to fees incurred in litigating issues peculiar to federal bankruptcy law; # Company agrees to reimburse Holder for all costs, reasonable attorney fees, and paralegal fees incurred by Holder in the research, review, negotiation, and drafting of the Note, the Note Purchase Agreement, and any other documents or matters related to this ​ loan transaction. Company shall reimburse Holder by payment in cash or certified check within seven (7) days of written request, including via email.

Attorney Fees. lf any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceeding brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party will be entitled to recover from the other patty reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

Attorney Fees. If any action is commenced to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs in addition to any other remedy it may obtain or be awarded, as long as it has voluntarily complied with the arbitration provision set forth hereinabove. If such a prevailing party has refused or failed to participate in the above-described arbitration process, by, without limitation, non-compliance with the stated time requirements (except as modified by the parties in writing), initially filing an action in some other forum (except as provided for hereinabove), or otherwise, then he shall not be entitled to attorneys fees or costs even if he is the prevailing party in any action arising out of the terms of this Agreement. Further, any attempt to file in some other forum may be opposed by the responding party by a motion to compel arbitration, or other relevant motion. The Parties agree that the forum shall be within the county of San Diego.

The Borrower hereby indemnifies and holds harmless each Lender (including each Issuing Lender) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this [Section 2.18]; provided that the Borrower shall not be required to indemnify any Lender, or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses, to the extent found by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and Lead Arrangers for any reasonable out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent and Lead Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lender or any Issuer in connection with the collection and enforcement of the Loan Documents.

#​ shall reimburse the Agent for all reasonable costs, internal charges and out of pocket expenses including reasonable expenses of and fees for attorneys for the Agent who are employees of the Agent and of a single outside counsel for the Agent paid or incurred by the Agent in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification and administration of the Loan Documents. ​ agrees to reimburse the Agent and the ​ for # all reasonable costs, internal charges and out of pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent and the ​, which attorneys may be employees of the Agent or any Lender) paid or incurred by the Agent or any Lender in connection with the collection and enforcement of the Obligations of ​ under the Loan Documents (including in any “work-out” or restructuring of the Obligations of ​ resulting from the occurrence of a Default) and # any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred in connection with defense thereof, by the Agent or any Lender as a result of conduct by ​ that violates a sanction enforced by OFAC.