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 for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 each Agent and each Lender for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.14 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments commitment of each Lender to extend credit hereunder and repayment of all 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 Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the Administrative 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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, the Syndication Agent and the Arrangers for all reasonable documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 (i) Attorney CostsCosts of one lead counsel in each relevant jurisdiction and (ii) costs of Moelis, X.X. Xxxx and other advisors to the Administrative Agent, in the case of this clause (ii) accrued through the completion of the transactions contemplated by the Reorganization Plan and (b) to pay or reimburse each Agent the Administrative Agent, the Syndication Agent, the Arrangers and each Lender for all reasonable documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any negotiations, workouts, restructurings or 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, without limitation (a) 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 reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedAgent. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and the repayment of all other 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 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 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 for all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts reasonably retained by any the Administrative Agent or, upon the occurrence of an Event of Defaultwith respect to clause (b) above, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand thereforetherefor, when such demand includes a reasonably detailed invoice with respect to setting forth in reasonable detail the amounts claimedcosts and expenses so incurred. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 (ai) to pay or reimburse the Administrative Agent Co-Agents for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Financing 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 each Agent the Co-Agents and each Lender Bank for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Financing Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Bankruptcy Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Co-Agents and (b) the cost costs of independent public accountants and other outside experts retained by the Co-Agents or any Agent or, upon the occurrence of an Event of Default, retained by any LenderBank. All amounts due under this Section 10.04 SECTION 9.03(a) shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Financing Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party Obligor by any Agent or any LenderBank, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement 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” 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due 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 10.04 shall section unless the employment of separate counsel has been authorized by the Company (such authorization not to be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedunreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all actual and reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Agent and each Lender for all actual and reasonable costs and expenses incurred in connection with the enforcement 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 Lawthe Bankruptcy Code of the United States or similar debtor relief laws), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 13.5 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Credit Commitments and the Letter of Credit Commitments and repayment of all 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 Borrowers agree, jointly and severally, (a) to pay or reimburse the Administrative Agent Agents for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each Agent the Agents and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Agents and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by Agents or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten 20 Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 Company agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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) following such time as the Agent receives a request from the Company for a refinancing or restructuring in respect of the Obligations, to pay or reimburse each the Agent and each Lender Bank for all costs and expenses incurred in connection with any such refinancing or restructuring, including all Attorney Costs, and (c) following an Event of Default or acceleration of the Loans, to pay or reimburse the Agent and each Bank for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon on behalf of the occurrence of an Event of Default, retained by any LenderBanks. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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, the Arrangers and the Syndication Agent for all reasonable costs and expenses incurred in connection with the development, due diligence, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, 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 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, and (b) to pay or reimburse each the Administrative Agent, the Arrangers, the Syndication Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 CostsCosts of each of them. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 reasonable Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Company agrees (a) to pay or reimburse the Administrative Agent and BAS for all reasonable costs and expenses incurred by BofA (including in its capacity as Administrative Agent, Swing Line Lender and an Issuing Lender) and BAS in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 BAS with respect thereto, and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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 Lawinsolvency laws), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 SECTION 11.4 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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) Borrowers agree to pay or reimburse (a) the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and reasonable and documented out-of-pocket costs and expenses in connection with the use of SyndTrak or other similar information transmission systems in connection with this Agreement and (b) to pay or reimburse each Agent the Administrative Agent, the Collateral 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 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, without limitation (a) 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the Collateral Agent and the cost of independent public accountants and other outside experts retained by any the Administrative Agent, the Collateral Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days thirty days after written demand therefore, when such demand includes a therefor with reasonably detailed invoice with respect to the amounts claimedsupporting backup documentation. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable and documented out-of- pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) 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-of- pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 11.04 shall be payable paid within ten Business Days after demand therefore, when such demand includes a reasonably detailed receipt by the Borrower of an invoice with respect to the amounts claimedin reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 Credit Parties agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement 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 (c) after the occurrence and during the continuance of an Event of Default, to pay or reimburse each Lender 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAdministrative Agent. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Facilities and repayment of all 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 for for, promptly after presentation of supporting documents, all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the 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 Lawinsolvency law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 15.1 shall be payable within ten thirty (30) Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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" 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due 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 10.04 shall section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedunreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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” 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due 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 10.04 shall section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedunreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 Borrowers agree (a) to pay or reimburse the Arranger and Administrative Agent for all reasonable and customary costs and expenses incurred in connection with due diligence and the development, preparation, negotiation, syndication 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 reasonable 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 PostRock Energy Services Corp. PostRock MidContinent Production, LLC Credit Agreement 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, without limitation (a) include all search, filing, recording, title insurance insurance, title review, third party engineering and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Agent or, upon Lender (if such Lender is otherwise entitled to recover such costs under the occurrence terms of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedAgreement). The agreements in this Section shall survive the termination of the Aggregate Commitments Revolving Commitment 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If Notwithstanding anything to the contrary contained in this Section 10.04 or elsewhere in any of the Loan Party fails Documents, neither the Borrower nor any Subsidiary shall be obligated to pay when due or reimburse any Person for any costs, expenses expenses, fees, taxes or other amounts charges of any nature whatsoever that are incurred or payable by it hereunder or under any Loan DocumentPerson in connection with any assignment referred to in Section 10.07(b), including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any Agent participation referred to in Section 10.07(d) or any Lender, pledge or security interest referred to in its sole discretionSection 10.07(f).

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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" 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due 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 10.04 shall section unless the employment of separate counsel has been authorized by the Borrower (such authorization not to be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedunreasonably withheld or delayed). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Credit Agreement and the other Loan Documents, Documents 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), in addition to any other expenses described in paragraph 3 of the Bid Proposal, shall not to exceed $1,000,000 in the aggregate and shall be paid upon the funding pursuant to the terms of the Investment Agreement, and (b) to pay or reimburse each Agent and each the Lender for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Credit Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 11.04(b) shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 the Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 Costs, and (b) to pay or reimburse each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 reasonable Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten (10) Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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 (c) to pay or reimburse each Lender for all reasonable costs and expenses incurred after an Event of Default 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, without limitation (a) include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the reasonable cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section shall survive the termination of the Aggregate Revolving 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 Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each Agent and each the Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice therefore with respect to the amounts claimedreasonable supporting documentation. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment repayment, satisfaction or discharge of all 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 for all reasonable costs and documented out-of-pocket expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and out-of-pocket expenses incurred in connection with the enforcement 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 For the avoidance of doubt, the foregoing costs and expenses shall includeinclude (i) the Administrative Agent’s costs and expenses for due diligence, including, without limitation limitation, field examinations and appraisals, (aii) the Administrative Agent’s standard charges for field examinations, including a per diem field examiner charge and out-of-pocket expenses and (iii) all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 (ai) to pay or reimburse the Administrative Agent Co-Agents for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Financing 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 each Agent the Co-Agents and each Lender Bank for all costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Financing Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Bankruptcy Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Co-Agents and (b) the cost costs of independent public accountants and other outside experts retained by the Co-Agents or any Agent or, upon the occurrence of an Event of Default, retained by any LenderBank. All amounts due under this Section 10.04 SECTION 9.03(A) shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party Obligor fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Financing Document, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party Obligor by any Agent or any LenderBank, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger, the Administrative Agent and 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 syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any pledge agreement and any Security Agreement and/or any 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 each the Administrative Agent, Collateral Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) Collateral Agent and the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section shall survive the termination of the Aggregate Revolving 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 Loan Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the Administrative 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Loan Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent Agents for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) all include search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Agents and (b) the cost of independent public accountants and other outside experts retained by any an Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all 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 Loan Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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), 115 and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender; provided that such outside experts were retained with the Borrower's consent or otherwise in accordance with the terms of the Loan Documents. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all 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 Company agrees (a) (i) to pay or reimburse each of the Administrative Agent Agent, the Issuer and special counsel for the Lenders for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof Credit Documents (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby hereby, including all reasonable Attorney Costs, expenses and disbursements and (ii) to pay or reimburse each of the Administrative Agent, the Issuer and each Lender for all reasonable costs and expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions of this Agreement and the other Credit Documents (whether or not the transactions contemplated thereby are consummated), including without limitation any out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Section 10.19 of this Agreement, and the consummation and administration of the transactions contemplated thereby, including all reasonable Attorney Costs, expenses and disbursements, but excluding any such costs, expenses, attorneys’ fees, and disbursements of the Issuer and the Administrative Agent in connection with the transactions contemplated in Section 10.19 resulting from a Deposit Account Interest Non-Payment Event; and (b) to pay or reimburse each Agent the Administrative Agent, the Issuer and each Lender for all costs and expenses incurred in connection with the enforcement 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” or restructuring in respect of the Credit 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent orthe Administrative Agent, upon the occurrence of an Event of Default, retained by Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall Seven Year Letter of Credit and Term Loan Agreement survive the termination of the Aggregate Commitments Credit-Linked Deposits and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or Credit Obligations and all 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 discretiondue hereunder.

Attorney Costs, Expenses and Taxes. The Borrower Transferor agrees (a) to pay or reimburse the Administrative Agent for all actual and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Transaction 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) after the occurrence of an Unmatured Termination Event or a Termination Event, to pay or reimburse each the Administrative Agent and each Lender Purchaser for all costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Transaction Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of any 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, without limitation (a) include all actual search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other actual and reasonable out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAdministrative Agent. All amounts due under this Section 10.04 10.08 shall be payable within ten Business Days 30 days after demand therefore, when such demand includes a reasonably detailed submission of an invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Purchaser Commitments and repayment repayment, satisfaction or discharge of all 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 obligations owing by any Agent or any Lender, in its sole discretionSeller Party hereunder.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, (b) the Syndication Agents for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and (bc) to pay or reimburse each the Administrative Agent, the Collateral Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent, the Collateral Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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, the Arrangers and the Syndication Agent for all reasonable costs and expenses incurred in connection with the development, due diligence, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, 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 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, and (b) to pay or reimburse each Agent the Administrative Agent, the Arranger and each Lender for all costs and expenses incurred in connection with the enforcement 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 CostsCosts of each of them. The foregoing costs and expenses 105 shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Borrowers agree (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement enforcement, attempted CREDIT AGREEMENT (MuniMae) Page 54 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the Administrative 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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.11.05

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse each Agent the Administrative Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) 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 reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedAgent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten 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, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any 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 for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 Costsattorney costs incurred in connection therewith, and (b) to pay or reimburse each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 Costsattorney costs incurred in connection therewith including reasonable and quantifiable costs of Administrative Agent’s internal counsel. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent. The foregoing costs and expenses shall not include Administrative Agent’s attorney costs related to disputes solely between Administrative Agent or, upon and Lender or Lenders arising out of the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedagency relationship between Administrative Agent and Lenders. The agreements in this Section 9.1 shall survive the termination of the Aggregate Total Commitments and repayment of all 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 Agents for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of the commitments to provide the Loans hereunder, this Agreement and the other Loan Documents, and any actual or proposed 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 local counsel (if any), and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 9.04 shall be payable paid within ten twenty (20) Business Days after invoiced or demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 9.04 shall survive the termination of this Agreement and the Aggregate Commitments and repayment of all other Obligations. If any Loan Party the Borrower 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 the Borrower by any the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the Administrative 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Company agrees (a) within 30 ---------------------------------- calendar days after demand, to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, execution and syndication and execution of this Agreement and the other Loan Documents, 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 Costs, ; and (b) within five Business Days after demand, to pay or reimburse each the Agent and each Lender Bank for all costs and expenses incurred in connection with the enforcement 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 LawInsolvency Proceeding), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by the Agent or any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedBank. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication execution, filing, recording and execution insurance of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Paying Agent, Lead Arrangers and Citicorp USA, Inc. for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Financing 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 Costs, and (b) to pay or reimburse each the Paying Agent and each Lender for all costs and expenses incurred while a Default has occurred and is continuing in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Financing 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Paying Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Paying Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed therefor accompanied by an invoice with respect to the amounts claimedin reasonable detail. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 Costs, and (b) to pay or reimburse each the Administrative Agent for all reasonable costs and expenses incurred in connection with (i) creating or perfecting Liens in favor of the Administrative Agent on behalf of the Secured Parties and (ii) the custody or preservation of any of the Collateral, and (c) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty, and 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 105 Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 Shearman & Sterling LLP, and (b) to pay or reimburse the Administrative Agent, each Collateral Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents applicable to such Lender (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent and each Collateral Agent). The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by the Administrative Agent or any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderCollateral Agent. All amounts due under this Section 10.04 10.05 shall be payable paid within ten thirty (30) Business Days after invoiced or demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other ObligationsTermination 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, 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 Transferor agrees (a) to pay or reimburse the Administrative Agent for all actual and reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, Transaction 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) after the occurrence of an Unmatured Termination Event or a Termination Event, to pay or reimburse each the Administrative Agent and each Lender Purchaser for all costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Transaction Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of any 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, without limitation (a) include all actual search, filing, recording, title Mattel, Inc. First Amended and Restated Receivables Purchase Agreement insurance and appraisal charges and fees and taxes related thereto, and other actual and reasonable out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAdministrative Agent. All amounts due under this Section 10.04 10.08 shall be payable within ten Business Days 30 days after demand therefore, when such demand includes a reasonably detailed submission of an invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Purchaser Commitments and repayment repayment, satisfaction or discharge of all 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 obligations owing by any Agent or any Lender, in its sole discretionSeller Party hereunder.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 to the extent necessary, one local counsel in each relevant jurisdiction for the Administrative Agent) and (b) to pay or reimburse each the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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 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, without limitation (a) 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments Commitment and repayment of all 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 for all reasonable and documented out-of- pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) 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-of- pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 11.04 shall be payable paid within ten Business Days after demand therefore, when such demand includes a reasonably detailed receipt by the Borrower of an invoice with respect to the amounts claimedin reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 discretionSection 11.05.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent Lender for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each Agent and each the Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 8.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments Loan and repayment repayment, satisfaction or discharge of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 to the extent necessary, one local counsel in each relevant jurisdiction for the Administrative Agent) and (ba) to pay or reimburse each the Administrative Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement 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 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 (i) 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, without limitation (a) 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments Commitment and repayment of all 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 for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication execution, filing and execution recording of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants retained by the Administrative Agent or any Lender and during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law, other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 SECTION 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable and documented out-of-pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of outside counsel and, if necessary, a single local counsel in each appropriate jurisdiction and such other counsel retained with the Borrower’s prior written consent), incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable out-of- pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of counsel for the Administrative Agent and the Lenders, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and, in the case of an actual conflict of interest where the Administrative Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected Person)), incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days promptly after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Company agrees (a) to pay or reimburse the Administrative Agent for all reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Note Documents (including all such reasonable, out-of-pocket 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 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 includeinclude all reasonable, without limitation (a) all 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Agent or, upon Holder to the occurrence of an Event of Default, extent permitted to be retained by any Lenderthe Administrative Agent and reimbursed by the Company hereunder. All amounts due under this Section 10.04 12.04 shall be payable within ten five Business Days after written demand thereforetherefor to the Company, when such demand includes accompanied by a reasonably detailed invoice with respect to the amounts claimedaccounting thereof. The agreements in this Section shall survive the termination of the Aggregate Commitments and the repayment of all 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, the Arrangers and the Syndication Agent for all reasonable costs and expenses incurred in connection with the development, due diligence, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, Documents and any 113 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 costs and expenses incurred 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 each the Administrative Agent, the Arrangers, the Syndication Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 CostsCosts of each of them. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 Costsreasonable out-of-pocket fees and expenses of counsel, and (b) to pay or reimburse each Agent and each the Lender for all costs and expenses incurred in connection with the enforcement 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 Costsreasonable fees and expenses of counsel. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the reasonable and documented cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other the 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 Company agrees (a) (i) to pay or reimburse each of the Administrative Agent Agent, the Issuer and special counsel for the Lenders for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof Credit Documents (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby hereby, including all reasonable Attorney Costs, expenses and disbursements and (ii) to pay or reimburse each of the Administrative Agent, the Issuer and each Lender for all reasonable costs and expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions of this Agreement and the other Credit Documents (whether or not the transactions contemplated thereby are consummated), including without limitation any out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Section 10.19 of this Agreement, and the consummation and administration of the transactions contemplated thereby, including all reasonable Attorney Costs, expenses and disbursements, but excluding any such costs, expenses, attorneys’ fees, and disbursements of the Issuer and the Administrative Agent in connection with the transactions contemplated in Section 10.19 resulting from a Deposit Account Interest Non-Payment Event; and (b) to pay or reimburse each Agent the Administrative Agent, the Issuer and each Lender for all costs and expenses incurred in connection with the enforcement 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” or restructuring in respect of the Credit 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent orthe Administrative Agent, upon the occurrence of an Event of Default, retained by Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Credit-Linked Deposits and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or Credit Obligations and all 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 discretiondue hereunder.

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) (i) to pay or reimburse each of the Administrative Agent Agent, the Issuer and special counsel for the Lenders for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof Credit Documents (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby hereby, including all reasonable Attorney Costs, expenses and disbursements and (ii) to pay or reimburse each of the Administrative Agent, the Issuer and each Lender for all reasonable costs and expenses incurred in connection with any amendment, waiver, consent or other modification of the provisions of this Agreement and the other Credit Documents (whether or not the transactions contemplated thereby are consummated), including without limitation any out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Section 10.19 of this Agreement, and the consummation and administration of the transactions contemplated thereby, including all reasonable Attorney Costs, expenses and disbursements, but excluding any such costs, expenses, attorneys’ fees, and disbursements of the Issuer and the Administrative Agent in connection with the transactions contemplated in Section 10.19 resulting from a Deposit Account Interest Non-Payment Event; and (b) to pay or reimburse each Agent the Administrative Agent, the Issuer and each Lender for all costs and expenses incurred in connection with the enforcement 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” or restructuring in respect of the Credit 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent orthe Administrative Agent, upon the occurrence of an Event of Default, retained by Issuer or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 10.04 shall Ten Year Letter of Credit and Term Loan Agreement survive the termination of the Aggregate Commitments Credit-Linked Deposits and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or Credit Obligations and all 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 discretiondue hereunder.

Attorney Costs, Expenses and Taxes. The Borrower agrees Borrowers agree, jointly and severally, (a) to pay or reimburse each Agent and the Administrative Syndication Agent for all reasonable and out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each Agent, the Syndication Agent and each Lender for (i) all reasonable and out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, 109 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 CostsCosts and (ii) any amount charged by any counsel for a Borrower in connection with obtaining a letter from such counsel after the Closing Date permitting an assignee of a Lender to rely on such counsel’s legal opinion delivered in connection with this Agreement. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable and out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 or the Syndication Agent and (b) the reasonable and out-of-pocket cost of independent public accountants and other outside experts retained by any Agent, the Syndication Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 each Lender for all reasonable expenses and costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Agent and each Lender for all reasonable expenses and costs and expenses incurred in connection with the enforcement 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, without limitation in (a) and (b) shall include all travel, search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants accountants, Xxxxxxx and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.14 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments commitment of each Lender to extend credit hereunder and repayment of all 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 Company agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses actually incurred by the Administrative Agent in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses actually incurred in connection with the enforcement 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 (c) to each Lender being replaced pursuant to Section 4.09, the reasonable out-of-pocket expenses and reasonable fees of counsel not exceeding $5,000 in connection with such replacement. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Administrative Agent, and (b) the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Agent or, upon the occurrence of an Event of Default, retained by any LenderLender in connection with this Agreement. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after on demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 (other than the allocated cost of internal legal services and all disbursements of internal counsel) 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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, the Syndication Agent, the Second Lien Collateral Agent and Arranger for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 counsel , one additional counsel to the Administrative Agent prior to the Closing Date and, if reasonably required, one local counsel and one regulatory counsel, and (b) to pay or reimburse each the Administrative Agent, the Second Lien Collateral Agent and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), and including all Attorney CostsCosts of one counsel (selected by the Administrative Agent) and if necessary, one local counsel and one regulatory counsel). The foregoing costs and expenses shall include, without limitation (a) 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 reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) Agent. The agreements in this Section 10.04 shall survive the cost repayment of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lenderall Obligations. All amounts due after the Closing Date under this Section 10.04 shall be payable paid within ten (10) Business Days after demand therefore, when of receipt by the Borrower of an invoice relating thereto setting forth such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements expenses in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligationsreasonable 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, including, without limitation, Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any 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 Lender for all reasonable costs and out of pocket expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 Costs, and (b) to pay or reimburse each Agent and each the Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the reasonable cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments Revolving Commitment and repayment repayment, satisfaction or discharge of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, and Inc. or other similar information transmission systems in connection with this Agreement, (b) to pay or reimburse each the Documentation Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and (c) to pay or reimburse the Administrative Agent, the Documentation Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 82 Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts reasonably retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all 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 Arrangers and the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, and the consideration of legal and interpretive matters related hereto and thereto, including all reasonable Attorney Costs, and (b) to pay or reimburse each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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, reasonable Attorney Costs and indemnities, such amount may be paid on behalf of such Loan Party by any the Administrative Agent or any Lender, in its sole discretion.

Attorney Costs, Expenses and Taxes. The Borrower agrees Credit Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Credit Agreement and the other Loan Documents, 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, and (b) to pay or reimburse each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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" or restructuring in respect of the Credit Party Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs and (c) to pay or reimburse each Lender for all costs and expenses incurred during the existence of 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 Credit Documents (including all such costs and expenses incurred during 110 any "workout" or restructuring in respect of the Credit Party 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, without limitation (a) include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-out - of - pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAdministrative Agent. All amounts due under this Section 10.04 11.4 shall be payable within ten (10) Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Credit Party 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 for all reasonable and documented out-of-pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of outside counsel and, if necessary, a single local counsel in each appropriate jurisdiction and such other counsel retained with the Borrower’s prior written consent), incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses expenses, including Attorney Costs, incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days promptly after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Lender for all costs and expenses incurred after the date hereof in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of this Agreement, any Note or the provisions hereof and thereof Pledge Agreement (whether or not the transactions contemplated hereby by such amendment, waiver, consent or thereby modification are consummated), and the consummation and administration of the transactions contemplated hereby and therebyby such amendment, waiver, consent or modification, including all Attorney Costs, and (b) to pay or reimburse each Agent and each the Lender for all costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement Agreement, any Note or the other Loan Documents Pledge Agreement (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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the cost of independent public accountants and other outside experts retained by the Lender after the date hereof, provided that the costs and expenses of any Agent orUCC filings and searches, including Attorney Costs related thereto, including those incurred prior to the date hereof, shall be reimbursed by Borrower. Except as set forth in the prior sentence, no costs related to the preparation and negotiation of any Loan Documents shall be reimbursed by Borrower. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Borrower be responsible for any expenses, costs, charges, fees, taxes or payments made by or imposed upon the occurrence of an Event of Default, retained Lender due to any assignment effected by any LenderLender pursuant to Section 9.07 hereof. All amounts due under this Section 10.04 9.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment repayment, satisfaction or discharge of all 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 Loan Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Loan Parties jointly and severally agree (a) to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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), 110 including all Attorney Costs. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Revolving Commitments and repayment of all 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 Agent, the other Agents and the Lead Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 Xxxxxx & Xxxxxxx LLP, and (b) to pay or reimburse each Agent the Administrative Agent, the other Agents, the Lead Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) include all search, filing, recording, title insurance and appraisal reasonable search charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedor Lead Arranger. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 the Borrower or any Loan Party Subsidiary 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 Person by any 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 each Lender for all reasonable expenses and costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Agent and each Lender for all reasonable expenses and costs and expenses incurred in connection with the enforcement 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, without limitation in (a) and (b) shall include all travel, search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.13 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments commitment of each Lender to extend credit hereunder and repayment of all 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 Company agrees (a) to pay or reimburse the Administrative Agent for all reasonable, out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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, Costs and (b) to pay or reimburse each the Administrative Agent and each Lender Holder for all reasonable, out-of-pocket costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under the this Agreement or the other Loan Note Documents (including all such reasonable, out-of-pocket 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 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 includeinclude all reasonable, without limitation (a) all 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Agent or, upon Holder to the occurrence of an Event of Default, extent permitted to be retained by any Lenderthe Administrative Agent and reimbursed by the Company hereunder. All amounts due under this Section 10.04 12.04 shall be payable within ten five Business Days after written demand thereforetherefor to the Company, when such demand includes accompanied by a reasonably detailed invoice with respect to the amounts claimedaccounting thereof. The agreements in this Section shall survive the termination of the Aggregate Commitments and the repayment of all 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 (a) the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement 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, without limitation (a) 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days thirty days after written demand therefore, when such demand includes a therefor with reasonably detailed invoice with respect to the amounts claimedsupporting backup documentation. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationdrafting, syndication and execution (including notary or other attestation fees) or delivery of this Agreement any Loan Document and the other Loan Documentsenforcement, and any amendmentattempted enforcement, 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 each Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, any documentary or stamp taxes and notary fees. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses (including appointment of a sub-agent pursuant to Section 9.05) reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence Administrative Agent. The Borrower shall pay all out of an Event of Default, retained pocket expenses incurred by any LenderLender (including all Attorney Costs), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. All amounts due under this Section 10.04 shall be payable within ten five Business Days after written demand therefore, when such demand includes a reasonably detailed invoice with respect to thereof by the amounts claimedAdministrative Agent or by the Lender through the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Commitment and repayment repayment, satisfaction or discharge of all other Obligations. If any Loan Party fails Notwithstanding the foregoing, the legal expenses of the Administrative Agent and the Lenders with respect 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 the First Amendment Agreement shall be paid on behalf of such Loan Party by any Agent or any Lender, as set forth in its sole discretionthe First Amendment Agreement.

Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication execution, filing, recording and execution insurance of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title Title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 11.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Agents for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of the commitments to provide the Loans hereunder, this Agreement and the other Loan Documents, and any actual or proposed 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 & Moore LLP and local counsel (if any), and (b) to pay or reimburse each the Xxxxxistrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 9.04 shall be payable paid within ten twenty (20) Business Days after invoiced or demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section 9.04 shall survive the termination of this Agreement and the Aggregate Commitments and repayment of all other Obligations. If any Loan Party the Borrower 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 the Borrower by any 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 for all reasonable and documented out-of-pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of outside counsel and, if necessary, a single local counsel in each appropriate jurisdiction and such other counsel retained with the Borrower’s prior written consent), incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable out-of- 107 pocket costs and expenses expenses, including Attorney Costs (which shall be limited to those of one firm of counsel for the Administrative Agent and the Lenders, taken as a whole, and, if reasonably necessary, of a single firm of local counsel in each appropriate material jurisdiction for the Administrative Agent and the Lenders, taken as a whole (and, in the case of an actual conflict of interest where the Administrative Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter, retains its own counsel, of another firm of counsel for such affected Person)), incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes Other Taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days promptly after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any pledge agreement and any Security Agreement and/or any 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, waiverwaiver§, 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 each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, 72 including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall includeinclude all costs and charges imposed by governmental agencies and/or incurred from third parties, without limitation (a) all including, but not limited to, search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. The foregoing reimbursement obligations shall not apply to routine, day-to-day responsibilities, duties and tasks of the Administrative Agent and Lenders performed by internal personnel (except to the extent involving out-of-pocket costs to third parties). All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 Borrowers agree (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement Agreement, and the other Loan Documents, 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 (subject to limitations set forth in the Engagement Letter), and (b) to pay or reimburse each the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement 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, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable out-of-pocket 159 costs and expenses incurred in connection with the enforcement 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 (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, without limitation (a) 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 reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAdministrative Agent. All amounts due under this Section 10.04 shall be payable within ten Business Days 30 days after demand thereforetherefor. In connection with any claim for reimbursement of Attorney Costs pursuant to this Agreement by more than one party, when all such demand includes parties shall be represented by the one 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 reasonably detailed invoice with respect conflict of interest under Laws or ethical 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 amounts claimedextent 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 Aggregate Commitments Facilities and repayment of all 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 for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 a single firm of attorneys acting as counsel to the Administrative Agent, and (b) to pay or reimburse each the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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, without limitation (a) 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 reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 11.04 shall be payable paid within ten Business Days after demand therefore, when such demand includes a reasonably detailed receipt by the Borrower of an invoice with respect to the amounts claimedin reasonable detail. The agreements in this Section 11.04 shall survive the termination of the Aggregate Commitments and repayment of all 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.189

Attorney Costs, Expenses and Taxes. The Borrower Company agrees (a) to pay or reimburse the Administrative Agent and the Mexican Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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 Cravath, Swaine & Xxxxx LLP, and (b) to pay or reimburse each the Administrative Agent, the Mexican Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout, restructuring or negotiations in respect thereof, as well as any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney CostsCosts of counsel to the Administrative Agent or the Mexican Administrative Agent). The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedpaid promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each the Administrative Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the reasonable cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiationdrafting, syndication and execution (including notary or other attestation fees) or delivery of this Agreement any Loan Document and the other Loan Documentsenforcement, and any amendmentattempted enforcement, 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 each Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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, any documentary or stamp taxes and notary fees. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses (including appointment of a sub-agent pursuant to Section 9.05) reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence Administrative Agent. The Borrower shall pay all out of an Event of Default, retained pocket expenses incurred by any LenderLender (including all Attorney Costs), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. All amounts due under this Section 10.04 shall be payable within ten five Business Days after written demand therefore, when such demand includes a reasonably detailed invoice with respect to thereof by the amounts claimedAdministrative Agent or by the Lender through the Administrative Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments Commitment and repayment repayment, satisfaction or discharge of all 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 Lender for all reasonable invoiced costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Agreement and the other Loan Documents, 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 each Agent and each the Lender for all reasonable invoiced costs and expenses incurred in connection with the enforcement 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, without limitation (a) include all search, filing, recording, title insurance filing and appraisal recording charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 the Lender and (b) the cost of independent public accountants and other outside experts retained by any Agent or, upon the occurrence of an Event of Default, retained by any Lender. All amounts due under this Section 10.04 9.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor (accompanied by reasonable documentation therefor). The agreements in this Section shall survive the termination of the Aggregate Commitments Commitment and repayment repayment, satisfaction or discharge of all 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 Borrowers agree upon and following the Effective Date (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, syndication and execution of this Agreement and the other Loan 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)thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney CostsCosts of one attorney for all Lenders, the Arrangers 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 each Agent the Administrative Agent, the Arrangers and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred 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 12.05). The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses reasonably incurred by any Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by Arranger or any Agent or, upon the occurrence of an Event of Default, retained by any LenderAgent. All amounts due under this Section 10.04 12.04 shall be payable paid promptly (but in any event within ten Business Days after demand therefore, when 30 days) following receipt by the BV Borrower or an invoice relating thereto setting forth such demand includes a reasonably detailed invoice with respect to the amounts claimedexpenses in reasonable detail. The agreements in this Section 12.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 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, the Arrangers and the Syndication Agent for all reasonable costs and expenses incurred in connection with the development, due diligence, preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, 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 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, and (b) to pay or reimburse each the Administrative Agent, the Arrangers, the Syndication Agent and each Lender for all costs and expenses incurred in connection with the enforcement 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 CostsCosts of each of them. The foregoing costs and expenses shall include, without limitation (a) include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Administrative Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Administrative Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimed. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all 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 for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation, syndication negotiation and execution of this Credit Agreement and the other Loan Documents, 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 60 the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse each the Agent and each Lender for all reasonable costs and expenses incurred in connection with the enforcement 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" 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, without limitation (a) include all reasonable search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses reasonably incurred by any the Agent Alderwoods Credit Agreement 100 and (b) the cost of independent public accountants and other outside experts retained by any the Agent or, upon the occurrence of an Event of Default, retained by or any Lender. All amounts due under this Section 10.04 8.4 shall be payable within ten Business Days after demand therefore, when such demand includes a reasonably detailed invoice with respect to the amounts claimedtherefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all 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.