Payment of Fees and Expenses. [[Organization B:Organization]] and the Administrative Agent shall have received, or shall substantially concurrently with the making of the Original Tranche B Loans receive, all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date. All such amounts will be paid with proceeds of Original Tranche B Loans and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

Payment of Fees and Expenses. The Administrative Agent, the Collateral Agent, the Collateral Administrator and the Securities Intermediary shall have received payment of all fees and expenses due and payable as of the date hereof, including the reasonable and documented fees and expenses of counsel for the Administrative Agent, the Collateral Agent, the Collateral Administrator and the Securities Intermediary, as applicable, as set forth in Section 10.04 of the Loan and Security Agreement.

In exchange for the applicable Parties’ agreements contained in the Plan Support Agreement, as well as their agreement to the settlements and releases set forth herein, TCEH shall, not later than the first Business Day following the Settlement Effective Date, pay the reasonable and documented out-of-pocket fees, expenses, and reimbursements of # the members of the ad hoc committee of TCEH First Lien Creditors and (ii)(A) the TCEH Unsecured Group (but not the individual members thereof), # the TCEH Unsecured Notes Trustee, # the TCEH Second Lien Group (but not the individual members thereof), # the TCEH Second Lien Trustee, and # The Bank of New York Mellon Trust Company, N.A., as collateral agent under the TCEH Second Lien Notes Indenture (the foregoing fees, expenses, and reimbursements in clause (ii), collectively, the “Professional Fees”); provided, however, that the aggregate fees, expenses, and reimbursements payable to the foregoing Parties under this [Section 2.7(a)(ii)] for the period before and including June 30, 2015, shall not exceed $49,750,000.00. Upon the Effective Date of the Plan, EFH shall reimburse TCEH in cash for the Professional Fees paid pursuant to this Section 2.7, provided, however, that EFH shall have no obligation to reimburse TCEH for the Professional Fees paid pursuant to this Section 2.7 in the event that the Effective Date of the Plan does not occur. If the Effective Date of the Plan does not occur, under any Alternative Restructuring, the TCEH Cash Payment shall be reduced by the amount of the Professional Fees actually paid pursuant to this Section 2.7. The Settling TCEH Unsecured Noteholders, Settling TCEH Second Lien Noteholders and TCEH Official Committee agree that, solely for purposes of allocating the TCEH Cash Payment among the holders of Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Claim, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH: # the Professional Fees of the TCEH Unsecured Group and TCEH Second Lien Group that # are actually paid pursuant to this Section 2.7, and # are not subject to or covered by the TCEH Unsecured Notes Trustee’s and TCEH Second Lien Notes Trustee’s “charging liens,” respectively, shall reduce pro rata the distributions to all holders of Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Claim, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH based on the amounts of the respective distributions such holders would otherwise have received but for such reduction and taking into account the effect of the Limited Waiver; # the Professional Fees of the TCEH Unsecured Group and TCEH Unsecured Notes Trustee that # are actually paid pursuant to this Section 2.7 and # are subject to or covered by the TCEH Unsecured Notes Trustee’s “charging lien” shall reduce pro rata the distributions to holders of Allowed TCEH Unsecured Notes Claims based on the amounts of their Allowed Claims; and # the Professional Fees of the TCEH Second Lien Group and TCEH Second Lien Notes Trustee that # are actually paid pursuant to this Section 2.7 and # are subject to or covered by the TCEH Second Lien Notes Trustee’s “charging lien,” shall reduce pro rata the distributions to holders of Allowed TCEH Second Lien Note Claims based on the amounts of their Allowed Claims.

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

Fees and Expenses. [[Organization B:Organization]] shall have received all fees and expenses as contemplated by [Sections 9 and 14(b)])] which amounts, at [[Organization B:Organization]]’s option, may be withheld from the proceeds remitted by [[Organization B:Organization]] to [[Organization C:Organization]] pursuant to any Transaction hereunder; and

Fees and Expenses. Each party shall pay all of its own costs, fees and expenses relating to the transactions contemplated under this Agreement.

The Borrower shall pay to the Agent for the account of each of the Delayed Draw Term Loan B [[Organization B:Organization]], a fee in an amount equal to 5.00% of the amount of Delayed Draw Term Loan B Loan Commitments provided by such Delayed Draw Term Loan B Lender, which shall be fully earned and nonrefundable upon the effectiveness of the Second Amendment Effective Date.

Fees and Expenses. The Company shall have reimbursed the Purchaser, by wire transfer of immediately available funds to such account as the Purchaser shall have confirmed in writing to the Company no later than two (2) Business Days prior to the Initial Closing Date, for all fees and expenses incurred by the Purchaser in connection with the transactions contemplated hereby in accordance with that certain letter between the Company and the Purchaser dated as of June 4, 2024 (the “Expense Reimbursement Letter”); provided that the amount of such fees and expenses may be satisfied by the Purchaser deducting such amount from the portion of the Aggregate Purchase Price applicable to the Initial Closing Purchase Securities.

Fees and Expenses. If a dispute arises regarding the interpretation or enforcement of this Agreement and Executive obtains a final judgment in his favor in a court of competent jurisdiction or his claim is settled by Employer prior to the rendering of a judgment by such a court, all reasonable legal fees and expenses incurred by Executive in seeking to obtain or enforce any right or benefit provided for in this Agreement or otherwise pursuing his claim shall be paid by Employer, to the fullest extent permitted by law.

Fees and Expenses. Subject to [Section 1.11] (Transfer Taxes) and ​, each Party shall bear and pay all fees, costs and expenses (including all legal fees and expenses) that have been incurred or that are in the future incurred by, on behalf of or for the benefit of itself.