Common use of Attorney Costs, Expenses and Taxes Clause in Contracts

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration execution and execution delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts (but limited to one primary outside counsel for the Administrative Agent and the Lenders, and to the extent necessary, one local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts (but limited to one primary outside counsel for the Administrative Agent and the Lenders, and to the extent necessary, (i) one local counsel in each relevant jurisdiction for the Administrative Agent and the Lenders and (ii) one counsel for each group of similarly situated Persons in the case of an actual or asserted conflict of interest among the Administrative Agent and the Lenders). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments Aggregate Commitment and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent L/C Issuer for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuer and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs; provided, however, that the Borrower shall not be required to reimburse a Defaulting Lender or its Related Parties for, and neither a Defaulting Lender nor any of its Related Parties shall be entitled to be reimbursed for, any costs and expenses incurred by or on behalf of such Defaulting Lender or any of its Related Parties in effecting its cure from being a Defaulting Lender or the replacement or removal of such Defaulting Lender hereunder, or matters incidental to any of the foregoing. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative AgentAgent or the L/C Issuer, as the Collateral Agentcase may be, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, L/C Issuer or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney CostsCosts (including non-duplicative allocated costs of in-house counsel) and costs and expenses in connection with the use of the Internet, IntraLinks or other similar information transmission systems in connection with this Agreement, provided that the Borrower shall not be obligated to pay or reimburse the Administrative Agent or the Collateral Agent in excess of Twenty-Five Thousand Dollars ($25,000.00) for Attorney Costs incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents executed and delivered on the Closing Date, (b) to pay or reimburse the Collateral Agent for each audit of the Collateral conducted by the Collateral Agent pursuant to the terms of the Loan Documents, provided that, so long as no Event of Default has occurred and is continuing at the time any such audit is conducted, the Borrower shall not be obligated to pay or reimburse the Collateral Agent in excess of Five Thousand Dollars ($5,000.00) for the cost of such audit, and (bc) to pay or reimburse the Administrative Agent, the Documentation Agent, the Collateral Agent, the Arrangers and each Lender for all costs and expenses (including Attorney Costs) incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or Agreement, the other Loan Documents or applicable Law (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees upon and following the Closing Date (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Sterling LLP) and such other local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative Agent, the Collateral Agent, Borrower or any Lenderan invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrowers shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once in any two (2) calendar year period with respect to any Real Property Asset); and (iii) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowers. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Parent Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent L/C Issuer for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuer and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs; provided, however, that no Borrower shall be required to reimburse a Defaulting Lender or its Related Parties for, and neither a Defaulting Lender nor any of its Related Parties shall be entitled to be reimbursed for, any costs and expenses incurred by or on behalf of such Defaulting Lender or any of its Related Parties in effecting its cure from being a Defaulting Lender or the replacement or removal of such Defaulting Lender hereunder, or matters incidental to any of the foregoing. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative AgentAgent or the L/C Issuer, as the Collateral Agentcase may be, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, L/C Issuer or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral AgentCo-Syndication Agents, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts incurred by the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be unreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, Costs of a single firm of attorneys acting as counsel to the Administrative Agent and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs Costs of a single firm of attorneys acting as counsel to the Administrative Agent and expenses one counsel for the Lenders (unless representation of the Lenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Lenders shall include all searchhave right to separate counsel, filing, recording, title insurance at the expense of the Company) and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by one additional local counsel in each applicable jurisdiction for the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within ten (10) Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderCompany of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Revolving Credit Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral each Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts incurred by the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless there is a reasonable likelihood of a conflict of interest or the employment of separate counsel has been authorized by the Borrower (such authorization not to be unreasonably withheld or delayed beyond a period of three (3) Business Days). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of White & Case LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Co-Documentation Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel (including local counsel in each relevant jurisdiction) to the Administrative Agent and all Attorney Costs of one joint counsel to the Lenders as a group (except to the extent that the use of joint counsel for the Lenders as a group could reasonably be expected to give rise to any conflict of interest for any such counsel or any Lender shall have determined that it may have legal defenses available to it that are different from, additional to or in conflict with those available to any other Lender in which case the affected Lenders may have separate counsel)). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Arranger (without duplication) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including (b) to pay or reimburse the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement Administrative Agent for all reasonable and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto documented out-of-pocket costs and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all but in the case of Attorney CostsCosts in each of clauses (a) and (b) hereof, limited to the reasonable fees and reasonable documented out-of-pocket expenses of a single primary firm of counsel to the Arranger and the Administrative Agent, and, if necessary, of a single firm of local counsel to the Arranger and the Administrative Agent in each appropriate material jurisdiction, and (bc) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all but in the case of Attorney Costs, limited to the reasonable fees and reasonable documented out-of-pocket expenses of a single primary firm of counsel to (and, if necessary, of a single firm of local counsel in each appropriate material jurisdiction to the Administrative Agent and the Lenders, taken as a whole, unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest in which case one additional counsel may be appointed for all affected parties, taken as a whole). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes Taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within thirty (30) days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and, if necessary, one local counsel in each applicable jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one counsel to the Administrative Agent and the Lenders and, if necessary, one local counsel in each applicable jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the 50 55 transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, Syndication Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Syndication Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be unreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non-duplicative costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, Agent and the Collateral Agent, Syndication Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Syndication Agent or any Lender. The Borrower shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be unreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse (a) the Administrative Agent and the Collateral Agent Joint Book Runners for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts and reasonable and documented out-of-pocket costs and expenses in connection with the use of IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Joint Book Runners and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes (other than income or franchise taxes) related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 11.04 shall be payable within thirty days after written demand therefor with reasonably detailed supporting backup documentation. The agreements in this Section 11.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of one outside counsel to the Administrative Agent and the Lenders, taken as a whole (exclusive of one outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction), unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest, in which case one additional counsel may be appointed for all affected parties, taken as a whole. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within ten Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of local and foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree upon and following the Closing Date (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Sterling LLP) and such other local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrowers, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative Agent, the Collateral Agent, BV Borrower or any Lenderan invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out‑of‑pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts incurred by the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out‑of‑pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such non‑duplicative costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The Borrowers shall not be required to pay the fees and expenses of more than one counsel for the Administrative Agent or any Lender under clause (b) of this section unless the employment of separate counsel has been authorized by the Company (such authorization not to be unreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxx Xxxx & Xxxxxxxx, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion. 105

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the L/C Issuers and the Collateral Agent Lenders for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan DocumentsDocuments and the consummation of the transactions contemplated hereby and thereby, including all Attorney Costs of Sidley Austin LLP and Cadwalader, Xxxxxxxxxx and Xxxx LLP, (b) to pay or reimburse the filingAdministrative Agent and the L/C Issuers for all reasonable out-of-pocket costs and expenses, recordingincluding Attorney Costs, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and incurred in connection with any amendment, waiver, consent or other modification of the provisions hereof of this Agreement and thereof the other Loan Documents (whether or not the transactions contemplated hereby or thereby are consummated), ) and the consummation of the transactions contemplated thereby and administration of the transactions contemplated hereby by this Agreement and thereby, including all Attorney Coststhe other Loan Documents, and (bc) to pay or reimburse the Administrative Agent, the Collateral Agent, L/C Issuers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent and each Lender). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of the foregoing clauses (a) and (b)) out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender, as applicable. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, delivery, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof (whether or not effective) and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of one outside counsel to the Administrative Agent and the Lenders, taken as a whole (exclusive of (x) one outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant material jurisdiction and (y) solely in the case of a conflict of interest one additional counsel may be appointed for all affected parties, taken as a whole). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within thirty days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent and the Collateral Agent Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to McGuireWoods LLP and, if necessary, one firm of local counsel in any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrowers, to promptly pay or reimburse the Administrative Agent, the Collateral each Co-Syndication Agent, each Co-Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs. The foregoing costs and expenses , which shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent, Agent and the cost Lenders taken as a whole (and, if necessary, one firm of independent public accountants and other outside experts retained by local counsel to the Administrative AgentAgent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the Collateral Agentevent of any actual or potential conflict of interest, or any Lenderone additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrowers within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to taxes covered by Section 3.04.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) Borrower and the Co-Borrowers agree (i) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (bii) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts and the reasonable costs of any advisor (including financial advisor) or consultant to the Administrative Agent. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender, but shall exclude any Taxes imposed on the income, however measured, of the Administrative Agent or any Lender. All amounts due under this Section 11.3 shall be payable within five Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments Class A Funding Requirements and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) to pay or reimburse the Administrative Agent Arrangers and the Collateral Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Parent Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable costs and expenses incurred in connection with the development, preparation, due diligence, negotiation, delivery, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof (whether or not effective) and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of the Administrative Agent and the Arrangers, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent Agent, the Syndication Agents, the Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral AgentSyndication Agents, the Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification documents prepared in connection herewith or therewith, any Collateral examination, audit, or inspection (provided that Borrower shall have the obligation to reimburse Agent for the costs associated only two such examinations, audits, or inspections in any twelve month period unless a Default has occurred and is continuing and provided further that each Lender shall have the right, at its own expense, to have a representative participate in each of the provisions hereof and thereof (whether two examinations, audits, or not inspections referenced in the transactions contemplated hereby or thereby are consummated), foregoing proviso) and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable out-of-pocket expenses incurred by any Agent; provided, however, that for the Administrative Agentprovision of any title insurance or title searches, the Collateral Agent, and Borrower shall have the cost of independent public accountants and other outside experts retained right to select any nationally recognized title insurance company. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Top Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts (but limited in the case of Attorney Costs to one primary counsel and, and if reasonably necessary, one local counsel in each relevant jurisdiction), (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs (but limited in the case of Attorney Costs to one primary counsel and one local and regulatory counsel in each applicable jurisdiction), and (c) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender (subject to the second to last sentence in this Section 10.04) for all reasonable out-of-pocket costs and expenses incurred in connection with any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, including all Attorney Costs. The foregoing costs and expenses shall include all out-of-pocket search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent. All amounts due under this Section 10.04 shall be payable within 30 days after demand therefor. In connection with any claim for reimbursement of Attorney Costs pursuant to this Agreement by more than one party, all such parties shall be represented by the Collateral Agentone primary legal counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction, in each case, selected by such parties; provided that, if such legal counsel determines in good faith that representing all such parties is reasonably likely to result in a conflict of interest under Laws or any Lenderethical principles applicable to such legal counsel or that a defense or counterclaim is available to a party that is not available to all such parties, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each group of similarly situated affected parties shall be entitled to one additional counsel. The agreements in this Section 10.04 shall survive the termination of the Commitments Facilities and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees shall pay within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (asubject to any limitations set forth in a letter agreement between Borrower and the Arrangers entered into prior to the Closing Date) to and any amendment thereto or waiver thereof. Borrower shall also pay or reimburse on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Collateral Agent for all costs and expenses incurred Banks in connection with the development, preparation, negotiation, syndication, administration reorganization (including a bankruptcy reorganization) and execution enforcement or attempted enforcement of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costsmatter related thereto. The foregoing costs and expenses shall include all searchfiling fees, filing, recordingrecording fees, title insurance and fees, appraisal charges and fees and taxes related theretofees, search fees, and other out-of-pocket expenses and Attorney Costs incurred by the Administrative Agent, the Collateral AgentAgent or any Bank, and the cost of independent public accountants and other outside experts retained by the Administrative AgentAgent or any Bank, whether or not such costs and expenses are incurred or suffered by the Collateral AgentAdministrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include the administrative costs of the Administrative Agent reasonably attributable to the administration of this Agreement and the other Loan Documents. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any Lender. The agreements transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in this Section shall survive the termination paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Commitments and repayment failure of all the other Borrower to perform any of its Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger and the Administrative Agent and the Collateral Agent (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Weil, Gotshal & Xxxxxx LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly (i) all reasonable costs and expenses of negotiation, preparation and execution of the Loan Documents and any consents, amendments, waivers or thereby are consummatedother modifications thereto; (ii) all costs and expenses of furnishing an opinion by Xxxxxx Xxxxx LLP, as counsel for the Borrower (including any opinions requested by the Lender as to any legal matters arising hereunder); (iii) all reasonable fees, expenses and disbursements of counsel to the consummation Lender in connection with the negotiation, preparation, execution and administration of the transactions contemplated hereby Loan Documents and therebyany consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Borrower; (iv) all costs and expenses of creating and perfecting Liens in favor of the Lender pursuant to any Collateral Document, including all Attorney Costsfiling and recording fees, expenses and taxes, stamp or documentary taxes, search fees and reasonable fees, expenses and disbursements of counsel to the Lender; (bv) to pay or reimburse the Administrative Agentafter an Event of Default, the Collateral Agent, and each Lender for all costs and expenses incurred by the Lender in connection with the enforcement, attempted enforcement, custody or preservation of any rights of the Collateral; (vi) all costs and expenses, including reasonable attorneys’ fees and fees, costs and expenses of accountants, advisors and consultants, incurred by the Lender and its counsel relating to efforts to (a) evaluate or remedies assess the Borrower, its business or financial condition and (b) protect, evaluate, assess or dispose of any of the Collateral; and (vii) all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel), fees, costs and expenses of accountants, advisors and consultants and costs of settlement, in each case, incurred by the Lender in enforcing any Obligations of or in collecting any payments due from the Borrower hereunder or under this Agreement or the other Loan Documents (including all such costs and expenses incurred during in connection with the sale of, collection from, or other realization upon any workout of the Collateral or the enforcement of the Loan Documents) or in connection with any refinancing or restructuring in respect of the Obligations and during credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any legal proceeding, including any proceeding insolvency or bankruptcy proceedings. All amounts due under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses this Section 9.04 shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lenderbe payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments Commitment and repayment repayment, satisfaction or discharge of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the CREDIT AGREEMENT DAL:0535130/00080:1910701v7 Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrowers shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once during the term of the Loan with respect to any Borrowing Base Asset); and (iii) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowers. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration execution and execution delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative 155 Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger and the Administrative Agent and the Collateral Agent (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Weil, Gotshal & Xxxxxx LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid 136 US_ACTIVE:\44299297\214\35899.0483 promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and ; (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs; (c) to pay all reasonable and documented appraisal costs and expenses incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA‑compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, as and to the extent required by Section 6.17 herein; and (d) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable and documented costs and expenses incurred in connection with any re‑appraisals requested by any Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowers. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Holdings and the Borrower agrees jointly and severally agree (ai) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (bii) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable costs and expenses incurred during any workout “workout” or restructuring in respect of the Senior Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs); provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (ii) unless representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or on behalf of any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Senior Credit Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndicationexecution, administration delivery and execution syndication of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Borrower shall only be responsible for the reasonable documented out-of-pocket fees and disbursements of one primary counsel to the Agents and the Lenders, (and, if reasonably necessary, one regulatory counsel and one local counsel in each jurisdiction the laws of which govern any of the Credit Documents or in which the Borrower or any of its Subsidiaries is organized or owns property or assets (a “Relevant Jurisdiction”)), and, solely in the case of any actual or potential conflict of interest as determined by any Agent or Lender affected by such conflict, such Agent’s or Lender’s own firm of counsel (and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction to such affected Agent or Lender), (b) to pay or reimburse the Administrative Agent, each Letter of Credit Issuer and the Collateral Agent, Swingline Lender for all costs and expenses incurred in connection with the Back-Stop Arrangements entered into by such Persons and (c) to pay or reimburse each Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance filing and appraisal recording charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, any Agent or the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative any Agent, the Collateral Agent, or any Lender. All amounts due under this Section 13.04 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 the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Joint Lead Arrangers and the L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, 187 preparation, negotiation, syndication, administration initial syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agenteach Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of the foregoing clause (a)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Joint Lead Arranger, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lenderas applicable. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral each Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Agent and each Lender for all reasonable out-of-pocket costs and expenses (without duplication of amounts required to be paid or reimbursed pursuant to Section 3.01) incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, any Agent or any Lender. All amounts due under this Section 11.04 shall be payable within twenty days after written demand therefor. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion; provided that prior to any payment of any such amount by any Agent or Lender on behalf of any Loan Party, such Agent or Lender shall give notice to such Loan Party.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and therebythereby (including the performance by Lender of collateral field audits and inspections pursuant to Section 6.08), including all reasonable Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization), collection and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a “workout” or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Lender and the cost of independent public accountants and other outside experts retained by Lender. Such costs and expenses shall also include administrative costs of Lender reasonably attributable to the Administrative Agentadministration of the Loan Documents. Any amount payable by Borrower under this Section shall bear interest from the tenth day following the date of demand for payment at the Default Rate, the Collateral Agent, or any unless waived by Lender. The agreements in this Section shall survive repayment of all Obligations and the termination of the Commitments and repayment of all the other ObligationsCommitments.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement Agreement, the Fee Letter and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Company’s obligation to reimburse the Administrative Agent for any such costs and expenses incurred in connection with the development, preparation, negotiation, execution of and the closing proceedings under this Agreement (either prior or following the Closing Date) shall be limited to an aggregate amount of $100,000, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement Agreement, the Fee Letter or the other Loan Note Documents (including all such reasonable, out-of-pocket costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including obtaining, maintaining, protecting and preserving the Administrative Agent’s and the Holder’s interest in the Collateral or security interest therein, foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral or in exercising their rights hereunder, under the Fee Letter or as secured party under the UCC, any other applicable Law or any Note Document, in each case including all Attorney Costs. The foregoing costs and expenses shall include all reasonable, out-of-pocket search, filing, recording, title insurance audit and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any LenderHolder to the extent permitted to be retained by the Administrative Agent and reimbursed by the Company hereunder. All amounts due under this Section 12.04 shall be payable within five Business Days after written demand therefor to the Company, accompanied by a reasonably detailed accounting thereof. The agreements in this Section shall survive the termination of the Commitments and the repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of the Original Note Agreement, this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Note Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under the Original Note Agreement, this Agreement or the other Loan Note Documents (including all such reasonable, out-of-pocket costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including obtaining, maintaining, protecting and preserving the Administrative Agent’s and the Holder’s interest in the Collateral or security interest therein, foreclosing, retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral or in exercising their rights hereunder or as secured party under the UCC, any other applicable Law or any Note Document, in each case including all Attorney Costs. The foregoing costs and expenses shall include all reasonable, out-of-pocket search, filing, recording, title insurance audit and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any LenderHolder to the extent permitted to be retained by the Administrative Agent and reimbursed by the Company hereunder. All amounts due under this Section 12.04 shall be payable within five Business Days after written demand therefor to the Company, accompanied by a reasonably detailed accounting thereof. The agreements in this Section shall survive the termination of the Commitments and the repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Second Restatement Effective Date occurs, to pay or reimburse the Administrative Agent Agent, the Arrangers, the Co-Managers, and the Collateral Syndication Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Arrangers, the Co-Managers, the Syndication Agent, and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement 121 of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable out-of-pocket expenses incurred by any Agent; provided, however, that for the Administrative Agentprovision of any title insurance or title searches, the Collateral Agent, and Borrower shall have the cost of independent public accountants and other outside experts retained right to select any nationally recognized title insurance company. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that if no Event of Default exists hereunder, the Borrowers shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once during the term of the Loan with respect to any Borrowing Base Asset) and (d) any re-appraisals requested by any Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowers. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative each Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndicationexecution, administration delivery and execution syndication of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs; provided that the Borrower shall only be responsible for the reasonable documented out-of-pocket fees and disbursements of one primary counsel to the Agents and the Lenders, (and, if reasonably necessary, one regulatory counsel and one local counsel in each jurisdiction the laws of which govern any of the Credit Documents or in which the Borrower or any of its Subsidiaries is organized or owns property or assets (a “Relevant Jurisdiction”)), and, solely in the case of any actual or potential conflict of interest as determined by any Agent or Lender affected by such conflict, such Agent’s or Lender’s own firm of counsel (and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction to such affected Agent or Lender), (b) to pay or reimburse the Administrative Agent, each Letter of Credit Issuer and the Collateral Agent, Swingline Lender for all costs and expenses incurred in connection with the Back-Stop Arrangements entered into by such Persons and (c) to pay or reimburse each Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance filing and appraisal recording charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, any Agent or the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative any Agent, the Collateral Agent, or any Lender. All amounts due under this Section 13.04 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 the other Obligations.. NEWYORK 9228865 (2K) -149-

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration execution and execution delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Weil, Gotshal & Xxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney Costs; provided, however, that Administrative Agent and BankBoston shall 113 120 not seek more than $50,000 from Borrower for reimbursement of travel and travel-related expenses through and including the Closing Date; and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law)including, including all without limitation, Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including 322 all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of one outside counsel to the Administrative Agent and the Lenders, taken as a whole (exclusive of one outside local counsel to the Administrative Agent and the Lenders, taken as a whole, in each relevant jurisdiction), unless the Administrative Agent and the Lenders reasonably determine that separate counsel is necessary to avoid a conflict of interest, in which case one additional counsel may be appointed for all affected parties, taken as a whole. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges relevant to the Collateral and fees and taxes related thereto, and other the related reasonable and documented out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within ten Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent each Agent-Related Person for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts and costs and expenses in connection with the use of IntraLinks, Inc. or other similar information transmission systems in connection with this Agreement; and (b) to pay or reimburse the Administrative each Agent, the Collateral Agent, -Related Person and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include (i) all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and (ii) other out-of-pocket expenses incurred by the Administrative each Agent-Related Person, the Collateral Agent, and (iii) the cost of independent public accountants and other outside experts retained by each Agent-Related Person or any Lender, (iv) all other the actual costs and reasonable expenses of creating and perfecting Liens in favor of the Administrative Agent, for the Collateral Agentbenefit of Lenders pursuant hereto, including reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Required Lenders may request in respect of such collateral or the Liens created pursuant to the Loan Documents, and (v) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any Lenderappraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the collateral described in the Loan Documents. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Each of the Company and the Term Loan Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, due diligence, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts incurred by the Administrative Agent and the costs and expenses incurred in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement. The Company agrees to pay or reimburse the L/C Issuer for all reasonable costs and (b) expenses incurred in connection with issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. Each of the Company and the Term Loan Borrower agrees to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which it is a party during the existence of a Default or an Event of Default or after acceleration of the Loans (including all such costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to shall pay or reimburse within five Business Days after demand, accompanied by an invoice therefor, the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred of the Agent in connection with the developmentnegotiation, preparation, negotiation, syndication, administration execution and execution delivery of this Agreement the Loan Documents (subject to any limitations set forth in a letter agreement between Borrower and the other Loan Documents, including Arranger entered into prior to the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement Closing Date) and any Security Agreement and/or any Uniform Commercial Code financing statements relating amendment thereto and all amendmentsor waiver thereof. Borrower shall also pay on demand, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded accompanied by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agentan invoice therefor, the Collateral Agent, and each Lender for all reasonable costs and expenses incurred of the Agent and the Banks in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents reorganization (including all such costs a bankruptcy reorganization) and expenses incurred during any workout enforcement or restructuring in respect attempted enforcement of the Obligations Loan Documents, and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costsmatter related thereto. The foregoing costs and expenses shall include all searchfiling fees, filing, recordingrecording fees, title insurance and fees, appraisal charges and fees and taxes related theretofees, search fees, and other out-of-pocket expenses and Attorney Costs incurred by the Administrative Agent, the Collateral AgentAgent or any Bank, and the cost of independent public accountants and other outside experts retained by the Administrative AgentAgent or any Bank, whether or not such costs and expenses are incurred or suffered by the Collateral AgentAgent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include the administrative costs of the Agent reasonably attributable to the administration of this Agreement and the other Loan Documents. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any Lender. The agreements transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Agent and the Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in this Section shall survive the termination paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Commitments and repayment failure of all the other Borrower to perform any of its Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Arrangers and the Collateral Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx Xxxxxx & Xxxxxxx LLP and, if necessary, of one local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender (including, for the avoidance of doubt, each Swing Line Lender and each L/C Issuer) for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Second Amendment and Restatement Effective Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx Xxxxxx & Xxxxxxx LLP and local and foreign counsel, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all (and, in the case of clause (a) of the immediately preceding sentence only, all reasonable) search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and (and, in the case of clause (a) of the immediately preceding sentence only, all reasonable) other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower Borrowers agreeBorrower agrees upon and following the Closing Date (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of one attorney for all Lenders and the Administrative Agent (which shall be Shearman & Sterling LLP) and such other local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the BorrowersBorrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including Credit Agreement NYDOCS01/1760806.13 181 [Different first page setting changed from off in original to on in modified.]. any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative Agent, the Collateral Agent, BV Borrower or any Lenderan invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees upon and following the Closing Date (a) to pay or reimburse the Administrative Agent and Agent, the Collateral Agent Agent, the Arrangers and their respective Affiliates for all reasonable out-of-pocket costs and expenses incurred in connection with the developmentsyndication of the credit facilities provided for herein, the preparation, negotiation, syndicationexecution, delivery and administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions Transactions contemplated hereby or thereby are shall be consummated), and the consummation and administration of the transactions Transactions contemplated hereby and therebythereby (in the case of legal fees and expenses, including all Attorney Costslimited to reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent, the Collateral Agent, the Arrangers and their respective Affiliates, and such other local counsel in each Material Real Property jurisdiction as reasonably necessary (and other counsel retained with the Borrower’s consent), unless the interests of the Administrative Agent and the Lenders are in actual or perceived conflict, in which case one (1) additional counsel may be appointed for the affected Persons (taken as a whole)), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, enforcement or preservation protection of any rights or remedies under this Agreement or the other Loan 209 NY\6127033.17 Documents or in connection with the Loans made (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law)Law or during any workout, including all Attorney Costsrestructuring or negotiations in respect of such Loans) (in the case of legal fees and expenses, limited to reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders, such other local counsel as is reasonably necessary, and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict notifies the Borrower of the existence of such conflict, of another firm of counsel for such affected Persons. The foregoing costs and expenses shall include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related theretofees, and other reasonable out-of-pocket expenses incurred by any Agent but, with respect to clause (a) shall not include the Administrative Agent, expenses and fees of any other consultants or advisors without the Collateral Agent, and prior consent of the cost of independent public accountants and other outside experts retained Borrower. All amounts due under this Section 10.04 shall be paid promptly (but in any event within 30 days) following receipt by the Administrative Agent, the Collateral Agent, or any LenderBorrower of a written invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations. If any Loan Party or the German Borrower fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, upon 5 Business Days’ prior written notice such amount may be paid on behalf of such Loan Party or the German Borrower by the Administrative Agent, the Collateral Agent, any Arranger or any Lender, in its sole discretion. This Section 10.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger and the Administrative Agent and the Collateral Agent (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection 135 with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Weil, Gotshal & Xxxxxx LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of White & Case LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Joint Lead Arrangers and the L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration initial syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof 187 and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agenteach Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of the foregoing clause (a)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Joint Lead Arranger, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lenderas applicable. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations. At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person's sole discretion, at the sole cost and expense of the Borrower; provided, however, that the Borrower shall only be obligated to hire one counsel to represent all of the Lenders unless any Lender advises the Borrower that its legal counsel has advised it that its interest is materially different from that of the other Lenders and it would not be adequately represented without its own separate counsel, in which case the borrower shall hire separate counsel for such Lender, satisfactory to such Lender. All amounts owing under this Section 10.04 shall be paid within 30 days after demand.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Joint Lead Arrangers and the Collateral Agent L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of White & Case LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agenteach Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by Costs of counsel to the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender). The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid (i) on the Closing Date provided that the Borrower has received at least one (1) Business Day in advance an invoice relating thereto setting forth such expenses in reasonable detail or (ii) if after the Closing Date, within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all (i) Attorney CostsCosts of one lead counsel and, if necessary, one conflicts counsel in each relevant jurisdiction and (ii) costs of other advisors to the Administrative Agent (in the case of this clause (ii) accrued through the completion of the transactions contemplated hereby) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout negotiations, workouts, restructurings or restructuring in respect of the Obligations and during any legal proceedingproceedings, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one lead counsel in each relevant jurisdiction and the fees and disbursements of any financial advisor or third party consultants or appraisers to and of the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and the repayment of all Obligations. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other Obligationsamounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent, the Syndication Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. 158

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including Documents and the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementInvestment Agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions transaction contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts (including, without limitation, specialty and local counsel), provided that the Borrower shall not pay or be responsible for more than one primary counsel for the Administrative Agent and one primary counsel for the Collateral Agent (but, after the Closing Date, solely with respect to its capacity as the Collateral Agent), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 12.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Cravath, Swaine & Xxxxx LLP and such local counsel in any material jurisdiction retained with your consent, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Company of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees shall pay within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (asubject to the limitations set forth in a letter agreement between Borrower and the Arranger entered into prior to the Closing Date) to and any amendment thereto or waiver thereof. Borrower shall also pay or reimburse on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Collateral Agent for all costs and expenses incurred Banks in connection with the developmentrefinancing, preparationrestructuring, negotiation, syndication, administration reorganization (including a bankruptcy reorganization) and execution enforcement or attempted enforcement of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costsmatter related thereto. The foregoing costs and expenses shall include all searchfiling fees, filing, recordingrecording fees, title insurance and fees, appraisal charges and fees and taxes related theretofees, search fees, and other out-of-pocket expenses incurred Attorney Costs of legal counsel employed by the Administrative AgentAgent or any Bank, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative AgentAgent or any Bank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the Collateral Agentadministrative costs of the Administrative Agent reasonably attributable thereto. Borrower shall pay any and all Applicable Taxes and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any Lendertransaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Borrower Party to perform any of its Obligations. The agreements in Any amount payable to the Administrative Agent or any Bank under this Section shall survive bear interest from the termination second Business Day following the date of demand for payment at the Commitments and repayment of all the other ObligationsDefault Rate.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts and (c) all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent’s procurement of FIRREA-compliant MAI appraisals with respect to any Real Property Asset, to the extent any such appraisal is requested by the Administrative Agent (provided, that the Borrower shall not be required to pay the costs and expenses associated with any Administrative Agent-requested appraisal more than once in any two (2) calendar year period with respect to the Real Property Asset); and (iii) any re-appraisals requested by the Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrower. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.. Omega SNF Portfolio

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Credit Agreement and the other Loan Credit Documents, including the filing, recording, refiling or rerecording preservation of any Mortgage, any pledge agreement rights or remedies under this Credit Agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all the other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementCredit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and ; (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred following an Event of Default in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Loan Credit Documents (including all such costs and expenses incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs; (c) up to one-half of all reasonable and documented appraisal costs incurred by the Administrative Agent in connection with the Administrative Agent's procurement of FIRREA‑compliant MAI appraisals with respect to any Borrowing Base Asset or any other Real Property Asset owned by any Borrower, to the extent any such appraisal is requested by the Administrative Agent (provided, that if no Event of Default exists hereunder, the Borrowers shall be required to pay such portion of the costs and expenses associated with any Administrative Agent‑requested appraisal not more than once during the term of the Loan with respect to any Borrowing Base Asset; provided further, however, that if an Event of Default exists hereunder, the Borrowers shall be required to pay all of the costs and expenses associated with any such appraisal and the one-time limit shall no longer be applicable); and (d) any re‑appraisals requested by any Borrower. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket reasonable and documented out‑of‑pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the reasonable and documented cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 10.04 shall be payable within twenty (20) Business Days after written invoice therefor is received by the Borrowers. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.. 101

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, Syndication Agent and the Collateral Agent Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to Weil, Gotshal & Xxxxxx LLP and, if necessary, one firm of local counsel in any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs. The foregoing costs and expenses , which shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent, Agent and the cost Lenders taken as a whole (and, if necessary, one firm of independent public accountants and other outside experts retained by local counsel to the Administrative AgentAgent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the Collateral Agentevent of any actual or potential conflict of interest, or any Lenderone additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to taxes covered by Section 3.04.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, each Co-Documentation Agent and the Collateral Agent Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof 000 XXXXXXX 0000000 (2K) and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to White & Case LLP and, if necessary, one firm of local counsel in any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, the Collateral Syndication Agent, each Co-Documentation Agent, the Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs. The foregoing costs and expenses , which shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent, Agent and the cost Lenders taken as a whole (and, if necessary, one firm of independent public accountants and other outside experts retained by local counsel to the Administrative AgentAgent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the Collateral Agentevent of any actual or potential conflict of interest, or any Lenderone additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to taxes covered by Section 3.04.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgagemortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions Quest Eastern Amended and Restated Credit Agreement contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including provided however that all such costs and expenses, Attorney CostsCosts and FA Costs of the Administrative Agent and Lender relating to this Agreement shall not to exceed in the aggregate $50,000, and provided further, however, that all such costs and expenses, Attorney Costs and FA Costs of the Administrative Agent and Lender relating to this Agreement, together with all such costs and expenses, Attorney Costs and FA Costs as defined in, and as provided for in, the credit agreements of even date herewith relating to the $350 Million Borrowing Base Facility and the $15 Million Secured Pipeline Loan shall not exceed in the aggregate $1,000,000; and (b) to pay or reimburse the Administrative Agent, Agent and the Collateral Agent, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, Agent or the Collateral Agent, or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent Joint Lead Arrangers and the L/C Issuers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or 155 other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of White & Case LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and all reasonable fees, disbursements and other charges through the Closing Date of The Blackstone Group (as financial advisers to the Administrative Agent), and (b) to pay or reimburse the Administrative Agent, the Collateral Agenteach Joint Lead Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all Appraisals of Land Term Loans Properties and all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of the foregoing clause (a)) out-of-pocket expenses incurred by the Administrative Agentany Agent and any Joint Lead Arranger, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lenderas applicable. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including including, without limitation, all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, 153 including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. All amounts due under this Section 10.04 shall be paid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts and FA Costs and reasonable costs and expenses in connection with the use of Intralinks, Inc. or other similar $15 MM Credit Agreement information transmission systems in connection with this Agreement; provided however that all such costs and expenses, Attorney Costs and FA Costs of the Administrative Agent and Lenders relating to this Agreement, together with all such costs and expenses, Attorney Costs and FA Costs as defined in, and as provided for in, the credit agreements of even date herewith relating to the Borrowing Base Credit Facility and the Amended QRC Facility shall not exceed in the aggregate $1,000,000, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs and FA Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any LenderLender (if such Lender is otherwise entitled to recover such costs under the terms of this Agreement). The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the Alderwoods--Subordinated Bridge Loan Agreement 55 other Bridge Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Agent and each Bridge Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Bridge Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all searchinclude, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and without limitation the cost of independent public accountants and other outside experts retained by any Agent or, upon the Administrative Agentoccurrence of an Event of Default, retained by any Bridge Lender. All amounts due under this SECTION 11.03 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the Collateral Agent, or any Lenderamounts claimed. The agreements in this Section shall survive the termination of the Aggregate Bridge Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Bridge Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Bridge Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, Costs of a single firm of attorneys acting as counsel to the Administrative Agent and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs Costs of a single firm of attorneys acting as counsel to the Administrative Agent and expenses one counsel for the Lenders (unless representation of the Lenders by the same counsel would be inappropriate due to actual or potential conflicts of interests among them, in which case the Lenders shall include all searchhave right to separate counsel, filing, recording, title insurance at the expense of the Company) and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by one additional local counsel in each applicable jurisdiction for the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained . All amounts due under this Section 11.04 shall be paid within ten (10) Business Days after receipt by the Administrative Agent, the Collateral Agent, or any LenderCompany of an invoice in reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Revolving Credit Commitments and repayment of all the other Obligations. If the Company fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of the Company by the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Loan Parties agree (a) to pay or reimburse the Administrative Agent (and the Collateral Agent Lenders in the case of enforcement costs and documentation taxes) for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, execution, delivery and administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all (i) documented Attorney CostsCosts of one lead counsel and, if necessary, one conflicts counsel in each relevant jurisdiction and (ii) costs of other advisors to the Administrative Agent (in the case of this clause (ii) accrued through the completion of the transactions contemplated hereby) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Issuing Lender and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout negotiations, workouts, restructurings or restructuring in respect of the Obligations and during any legal proceedingproceedings, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one lead counsel in each relevant jurisdiction and the fees and disbursements of any financial advisor or third party consultants or appraisers to and of the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 12.04 shall survive the termination of the Aggregate Commitments and the repayment of all Obligations. All amounts due under this Section 12.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other Obligationsamounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any Borrowing Base Credit Agreement pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts and FA Costs and reasonable costs and expenses in connection with the use of Intralinks, Inc. or other similar information transmission systems in connection with this Agreement; provided however that all such costs and expenses, Attorney Costs and FA Costs of the Administrative Agent and Lenders relating to this Agreement, together with all such costs and expenses, Attorney Costs and FA Costs as defined in, and as provided for in, the credit agreements of even date herewith relating to the Secured Pipeline Loan and the Amended QRC Facility shall not exceed in the aggregate $1,000,000, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs and FA Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any LenderLender (if such Lender is otherwise entitled to recover such costs under the terms of this Agreement). The agreements in this Section shall survive the termination of the Commitments Aggregate Revolving Commitment and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Holdings and the Borrower agrees jointly and severally agree (ai) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (bii) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout “workout” or restructuring in respect of the Senior Credit Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs); provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to up to one local counsel in each applicable local jurisdiction) for all Persons indemnified under this clause (ii) unless, in the written opinion of outside counsel reasonably satisfactory to the Borrower and the Administrative Agent, representation of all such indemnified persons would be inappropriate due to the existence of an actual or potential conflict of interest. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or on behalf of any Agent or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefor. The agreements in this Section 10.04 shall survive the termination of the Commitments and repayment of all the other Senior Credit Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses associated with the due diligence and background investigation undertaken in connection with this Agreement and incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral each Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts incurred by such Agents, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts incurred by each Agent and each Lender. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Co-Administrative Agent, the Collateral Agent, Agents and the cost of independent public accountants and other outside experts retained by the Co-Administrative Agent, the Collateral Agent, Agents or any Lender. All amounts due under this Section 10.04 shall be payable within 30 days after demand therefor, which demand shall be accompanied by an appropriate invoice. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations.. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent or any Lender, in its sole discretion. 10.05

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent each Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby Transactions are consummated), and the consummation and administration of the transactions contemplated hereby and therebyTransactions, including all Attorney CostsCosts and costs and expenses in connection with the use of IntraLinks, SyndTrak, StuckyNet, or other similar information transmission systems in connection with this Agreement, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such reasonable costs and expenses incurred during any workout “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants accountants, consultants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 12.04 shall be deemed part of the Obligations when incurred and shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section 12.04 shall survive the termination of Termination Date. The Administrative Agent and the Commitments and repayment of all Lenders shall provide the other ObligationsBorrower with reasonable backup supporting any demand for payment.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all (i) Attorney CostsCosts of one lead counsel and, if necessary, one conflicts counsel in each relevant jurisdiction and (ii) costs of other advisors to the Administrative Agent (in the case of this clause (ii) accrued through the completion of the transactions contemplated hereby) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout negotiations, workouts, restructurings or restructuring in respect of the Obligations and during any legal proceedingproceedings, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one lead counsel and, if necessary, one conflicts counsel in each relevant jurisdiction and the fees and disbursements of any financial advisor or third party consultants or appraisers to and of the Administrative Agent). The foregoing costs and expenses shall include all search, filing, recording, title insurance reasonable and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and the repayment of all Obligations. All amounts due under this Section 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other Obligationsamounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented costs and expenses incurred in connection with the developmentsyndication of the credit facilities, the preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of one primary law firm acting as counsel to the Administrative Agent (plus any additional law firms acting as local counsel to the Administrative Agent at the suggestion of such primary law firm), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender Lender, including, as applicable, in its capacity as a Swap Counterparty, for all documented costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses (i) incurred during any workout "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief LawLaw and (ii) in connection with the sale of, collection from, or other realization upon any of the Collateral), including all Attorney Costs. The foregoing Costs of one primary law firm acting as counsel to the Administrative Agent (plus any additional law firms acting as local counsel to the Administrative Agent at the suggestion of such primary law firm), (c) to pay or reimburse the Administrative Agent and each Lender, including, as applicable, in its capacity as a Swap Counterparty, for all reasonable and documented costs and expenses shall include all searchof creating and perfecting Liens in favor of the Administrative Agent on behalf of the Lenders pursuant to any Collateral Document, filingincluding filing and recording fees, recordingexpenses and taxes, stamp or documentary taxes, search fees, title insurance premiums, and appraisal charges reasonable fees, expenses and fees disbursements of one law firm acting as counsel to the Administrative Agent and taxes related of counsel providing any opinions that the Administrative Agent or the Required Lenders may reasonably request in respect of the Collateral Documents or the Liens created pursuant thereto, (d) all reasonable and other out-of-pocket documented costs and expenses incurred by the Administrative AgentAgent in connection with the custody or preservation of any of the Collateral, and (e) all reasonable and documented costs and expenses, including reasonable attorneys' fees of one primary law firm acting as counsel to the Administrative Agent (plus any additional law firms acting as local counsel to the Administrative Agent at the suggestion of such primary law firm) and fees, costs and expenses of any auditors, appraisers, accountants, advisors, agents and consultants, incurred by Administrative Agent or its counsel relating to efforts to protect, evaluate, assess or dispose of any of the Collateral Agent(including, without limitation, such costs and the cost of independent public accountants expenses relating to obtaining and other outside experts retained by the Administrative Agent, the Collateral Agent, or reviewing any Lender. The agreements in this appraisals provided for under Section shall survive the termination of the Commitments and repayment of all the other Obligations6.13).

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the each Co-Syndication Agent, each Co-Documentation Agent and the Collateral Agent Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred (promptly following written demand therefor, together with backup documentation supporting such reimbursement request) in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, which shall be limited to White & CaseMcGuireWoods LLP and, if necessary, one firm of local counsel in any relevant jurisdiction, and (b) after the Closing Date, upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Borrower, to promptly pay or reimburse the Administrative Agent, the Collateral each Co-Syndication Agent, each Co-Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney Costs. The foregoing costs and expenses , which shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by be limited to Attorney Costs of one counsel to the Administrative Agent, the Collateral Agent, Agent and the cost Lenders taken as a whole (and, if necessary, one firm of independent public accountants and other outside experts retained by local counsel to the Administrative AgentAgent and the Lenders taken as a whole in any relevant jurisdiction and, solely in the Collateral Agentevent of any actual or potential conflict of interest, or any Lenderone additional counsel in each relevant jurisdiction to each group of similarly situated affected persons taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date to the extent invoiced to the Borrower within three (3) Business Days prior to the Closing Date. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion. This Section 10.04 shall not apply to Indemnified Taxes or Excluded Taxes, which, in each case, shall be governed by Section 3.01. This Section 10.04 also shall not apply to taxes covered by Section 3.04.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney CostsCosts and the charges of Intralinks or any other electronic document distribution service; provided, however, that Administrative Agent and Fleet Securities, Inc. not seek more than $10,000 from Borrowers for reimbursement of travel and travel-related expenses through and including the Closing Date; and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law)including, including all without limitation, Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents and the Collateral Agent Joint Lead Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration syndication and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of White & Case LLP and all reasonable fees, disbursements and other charges through the Closing Date of The Blackstone Group (as financial advisers to the Lenders), and (b) to pay or reimburse the Administrative Agent, the Collateral Syndication Agent, the Co-Documentation Agents, the Joint Lead Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by the Administrative any Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney Costs; provided, however, that Administrative Agent and FleetBoston shall not seek more than $50,000 from Borrower for reimbursement of travel and travel-related expenses through and including the Closing Date; and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law)including, including all without limitation, Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Administrative Agent reasonably attributable to the administration of the Loan Documents, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrower under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan DocumentsDocuments (and, including in the filingcase of Republic, recording, refiling or rerecording of any Mortgage, any pledge agreement in connection with previous alternative lending structures and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreementrelated intercreditor arrangements), and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts (including, without limitation, specialty and local counsel) and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and each Lender and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. All amounts due under this Section 12.04 shall be payable within two Business Days after demand therefor. The agreements in this Section shall survive the termination of the Term Commitments and repayment of all the other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent or any Lender, in its sole discretion and any such amounts so paid by the Administrative Agent, the Collateral Agent or any Lender, shall constitute Obligations owing to such person.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration negotiation and execution of this Agreement and the other Loan Documents, including and the filingdevelopment, recordingpreparation, refiling or rerecording negotiation and execution of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent consent, supplement or modification to, any Loan Documents, and any other modification of the provisions hereof and thereof (whether documents prepared in connection herewith or not the transactions contemplated hereby or thereby are consummated)therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including including, without limitation, all Attorney CostsCosts and the charges of Intralinks or any other electronic document distribution service; PROVIDED, HOWEVER, that Administrative Agent and Fleet Securities, Inc. not seek more than $10,000 from Borrowers for reimbursement of travel and travel-related expenses through and including the Initial Closing Date; and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Agent and each Lender for all costs and expenses incurred in connection with the enforcementany refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement, or preservation of any rights under any Loan Documents, and any other documents prepared in connection herewith or remedies under this Agreement therewith, or the other Loan Documents (including all such costs and expenses incurred during in connection with any workout refinancing, or restructuring of any such documents in respect the nature of the Obligations and during a "workout" or of any legal insolvency or bankruptcy proceeding, including any proceeding under any Debtor Relief Law)including, including all without limitation, Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, Agent or any Lender. Such costs and expenses shall also include administrative costs of Administrative Agent and Collateral Agent reasonably attributable to the administration of the Loan Documents, among other things, in connection with the matters described in clause (b) above. Any amount payable by Borrowers under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate, unless waived by Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.. 108

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent and the Collateral Agent Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration execution and execution delivery of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of Weil, Gotshal & Mxxxxx LLP and, if necessary or advisable, one local counsel in each relevant jurisdiction, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction and, if a conflict exists among the Administrative Agent and the Lenders, one additional primary counsel and, if necessary or advisable, one additional local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording, recording and title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all the other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.