Common use of Expenses; Documentary Taxes Clause in Contracts

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arrangers in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated herebyFacility, and the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocuments, including including, but not limited to, the reasonable out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny other one local counsel in each applicable jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank Lenders or the Lenders any participant in connection with this Credit Agreement, the Notes, the other Fundamental Documents, the Letters of Credit or the Notes, Documents or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative AgentAgent and, in addition, the Canadian Agent, the Issuing Bank or reasonable fees and expenses of not more than one counsel for the Lenders, acting as a group. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of CreditNotes. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree The Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Collateral or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and including the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, one firm of outside counsel for to the Administrative Agent and xxx Xxxxxxx Banx xxx xny other and, if reasonably necessary, one firm of special or local counsel that the Administrative Agent or the Issuing Bank shall retainin each applicable jurisdiction, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders thereof in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any one firm of outside counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Banks or the LendersLenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter promptly upon on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Banks and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Lender in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, hereby and the making of the Loans and the issuance of the Letters of CreditLoans, the any Collateral, the Pledged Securities, Inventory Collateral or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent Lender in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMxxxxx, Lewis Xxxxx & Bockius Bxxxxxx LLP, counsel for the Administrative Agent Lender, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank Lender shall retain, retain and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Lender in connection with this Credit Agreement, the other Fundamental Documents, Documents or any notes evidencing the Letters of Credit or the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersLender. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance any notes evidencing any of the Letters of CreditLoans hereunder. The obligations of the Borrowers Borrower under this Section shall survive the Facility Termination Date, the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Agent, Chase Securities Inc. or the Issuing Bank in connection with, or growing out of, the with performance of due diligencediligence by the Administrative Agent in connection with the transactions hereby contemplated and the syndication, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductGuarantee, including but not limited to, the reasonable out-of-pocket costs and any reasonable internally allocated charges of audit or field examinations of the Administrative Administration Agent in connection with the administration of this Credit AgreementAgreement (it being understood that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall conduct only one such audit or field examination in any calendar year), the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank, and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or and/or the Lenders in the enforcement or protection (as distinguished from administration) of the their rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties, the Issuing Bank or any Lender against the NotesAdministrative Agent, the Issuing Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or and/or the Lenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent or JPMorgan Securities Inc. and the Issuing Bank in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document Real Property Asset or any Completion Guaranty for an item of ProductFundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of one legal counsel or audit or field examinations of the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent in and the Issuing Bank connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent Agents, and any other cxxxxxx xxxx xny xx xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank Agents shall retain, retain and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian AgentAgents, the Issuing Bank or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Agents, the Issuing Bank or Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for any of the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders or the Lendersany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian AgentAgents, the Issuing Bank and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Lender in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, hereby and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged SecuritiesLoans, any Fundamental Document Collateral or any Completion Guaranty for an item of ProductFundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent Lender in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent Lender, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank shall retain, counxxx xxxx Xxxxer xxxxx xetain and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Lender in connection with this Credit Agreement, the other Fundamental Documents, Documents or any notes evidencing the Letters of Credit or the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersLender. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance any notes evidencing any of the Letters of CreditLoans hereunder. The obligations of the Borrowers Borrower under this Section shall survive the Facility Termination Date, the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated The Borrower shall be consummated, the Borrowers agree to pay (ai) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation of this Agreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (ii) if a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductBanks, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgancounsel, Lewis & Bockius LLPin connection with such Default and collection and other enforcement proceedings resulting therefrom, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable including out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights enforcing this Agreement and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Loan Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Borrower shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Agent and each Bank and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or other Loan Documents ("Other Taxes"). The Borrower hereby acknowledges that the issuance Bank Financial Consultant has been engaged as contemplated in the Financial Covenant Waiver Agreement, and hereby confirms its agreement to pay the reasonable fees and expenses of the Letters Bank Financial Consultant promptly upon receipt of Creditstatements. The obligations Borrower shall pay the Agent's standard charges for, and the fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Borrowers under this Section shall survive Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the termination Collateral, and if an outside field auditor is used instead of this Credit Agreementthe Agent's personnel to conduct such review and other examination, the payment Borrower shall pay the reasonable fees and expenses of such outside field auditor; provided, however, that except during the existence of an Event of Default, the Borrower shall not be obligated to pay for fees and expenses of a field examination more than once in any 12 consecutive month period. In addition, the Agent may obtain, at the sole cost and expense of the Loans and/or Borrower, appraisals of all or any part of the expiration Collateral of the Borrower and the Guarantors; provided, that except during the existence of an Event of Default, the Borrower shall not be required to pay for more that one appraisal of the real property described in any Letter particular Mortgage, or for more one appraisal for any other particular type of CreditCollateral, in any 12 consecutive month period.

Expenses; Documentary Taxes. Whether Borrower shall pay or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay reimburse (a) all reasonable out-of-pocket expenses expenses, disbursements and advances (including, without limitation, all attorney and paralegal fees and expenses, recording costs, recording or intangible taxes, and title insurance, if any) of the Agent reasonably incurred by the Administrative Agent or JPMorgan Securities Inc. in connection withwith this Agreement and the other Program Documents, or growing out ofincluding, without limitation, (i) all costs, fees, and taxes pertaining to the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationobtaining, preparation, executionor filing of all Lien searches and Financing Statements (including, deliverywithout limitation, any release thereof), all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement and the other Program Documents, and any waiver or modification and administration consent hereunder or thereunder or any amendment hereof or thereof or any Termination Event or alleged Termination Event hereunder or thereunder, (ii) sums paid or incurred to pay for any amount or to take any action required of this Credit Agreement and Borrower hereunder or under any other documentation contemplated herebyProgram Document that Borrower fails to pay or take; and (iii) in connection with a Termination Event, the making reasonably documented costs (an invoice shall be sufficient documentation) and expenses of the Loans preserving and the issuance of the Letters of Credit, protecting the Collateral; and (b) during the existence of a Termination Event, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, all costs and expenses (including but not limited to, the reasonable out-of-pocket costs attorney and internally allocated charges of audit or field examinations paralegal fees and expenses) reasonably incurred to obtain payment of the Administrative Agent Obligations, enforce the Lien in connection with the administration Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of this Credit Agreement, the verification any Program Document or to defend any claim made or threatened against Lender arising out of financial data and the transactions contemplated herebyhereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses to be paid by Borrower or any other Person. In the event Borrower becomes a debtor under the Bankruptcy Code, the Agent’s and each Lender’s secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, attorneys’ fees), all to the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred extent allowed by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersBankruptcy Code. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Borrower shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless each Lender against any transfer taxes, documentary taxes, assessments assessments, or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Creditother Program Documents. The obligations of the Borrowers under this Section Borrower hereunder shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether Borrower shall pay or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay reimburse (a) all reasonable out-of-pocket expenses expenses, disbursements and advances (including, without limitation, all attorney and paralegal fees and expenses, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred by the Administrative Agent or JPMorgan Securities Inc. in connection withwith this Agreement and the other Program Documents, or growing out ofincluding, without limitation, (i) all costs, fees, and taxes pertaining to the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationobtaining, preparation, executionor filing of all Lien searches and Financing Statements (including, deliverywithout limitation, any release thereof), all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement and the other Program Documents, and any waiver or modification and administration consent hereunder or thereunder or any amendment hereof or thereof or any Event of this Credit Agreement and Default or alleged Event of Default hereunder or thereunder, (ii) sums paid or incurred to pay for any amount or to take any action required of Borrower hereunder or under any other documentation contemplated herebyProgram Document that Borrower fails to pay or take; and (iii) in connection with an Event of Default, the making reasonably documented costs (an invoice shall be sufficient documentation) and expenses of the Loans preserving and the issuance of the Letters of Credit, protecting the Collateral; and (b) during the existence of an Event of Default, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, all costs and expenses (including but not limited to, the reasonable out-of-pocket costs attorney and internally allocated charges of audit or field examinations paralegal fees and expenses) reasonably incurred to obtain payment of the Administrative Agent Obligations, enforce the Lien in connection with the administration Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of this Credit Agreement, the verification any Program Document or to defend any claim made or threatened against Lender arising out of financial data and the transactions contemplated herebyhereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses to be paid by Borrower or any other Person. In the event Borrower becomes a debtor under an Insolvency Proceeding, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, attorneys' fees), all to the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred extent allowed by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersInsolvency Proceeding. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Borrower shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, value added taxes or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Creditother Program Documents. The obligations of the Borrowers under this Section Borrower hereunder shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of Credit, the CollateralCollateral or the Fundamental Documents, the Pledged Securitiesincluding, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations examinations, the reasonable fees and disbursements of any counsel that the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated herebyshall retain, and the reasonable fees and disbursements expenses of Morgan, Lewis & Bockius LLP, counsel for technical or other consultants engaged by the Administrative Agent Agent. Such payments shall be made on the date of execution of this Credit Agreement and xxx Xxxxxxx Banx xxx xny other counsel that thereafter on demand. In addition, the Administrative Agent or the Issuing Bank shall retain, and (b) Borrower agrees to pay all reasonable out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the Administrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration or termination of any Letter of Credit.

Expenses; Documentary Taxes. Whether Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable and documented out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit AgreementAgreement (provided that so long as no Event of Default shall have occurred and be continuing, the verification Borrower shall not be responsible for the cost of financial data and the transactions contemplated hereby, more than one (1) such audit examination during any calendar year) and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny if necessary, one other local counsel per jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of any a single counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or Notes. Notwithstanding any provision to the issuance contrary, the Borrower’s obligations under this Section 9.4 shall not be duplicative of the Letters any amounts paid by Borrower under any other provision of Creditthis Credit Agreement. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated The Borrower shall be consummated, the Borrowers agree to pay (ai) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation of this Agreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (ii) if a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductBanks, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgancounsel, Lewis & Bockius LLPin connection with such Default and collection and other enforcement proceedings resulting therefrom, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable including out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights enforcing this Agreement and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Loan Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Borrower shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless each Banks against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or other Loan Documents ("Other Taxes"). The Borrower hereby acknowledges that the issuance Bank Financial Consultant has been engaged as contemplated in the Financial Covenant Waiver Agreement, and hereby confirms its agreement to pay the reasonable fees and expenses of the Letters Bank Financial Consultant promptly upon receipt of Creditstatements; provided, however, that except during the existence of an Event of Default, the Borrower shall not be obligated to pay such fees in an aggregate amount in excess of $250,000, plus expenses, without the prior consent of the Borrower. The obligations Borrower shall pay the Agent's standard charges for, and the fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Borrowers under this Section shall survive Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the termination Collateral, and if an outside field auditor is used instead of this Credit Agreementthe Agent's personnel to conduct such review and other examination, the payment Borrower shall pay the reasonable fees and expenses of such outside field auditor; provided, however, that except during the Loans and/or existence of an Event of Default, the expiration Borrower shall not be obligated to pay for fees and expenses of a field examination more than once in any Letter of Credit12 consecutive month period.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMxxxxx, Lewis Xxxxx & Bockius Bxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny any other local counsel that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or and the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Lender in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Lender in connection with the credit facility transactions hereby contemplated hereby, and the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Note and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and to any internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreementcosts, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and 85 92 disbursements of MorganMorgxx, Lewis Xxxxx & Bockius LLPXockxxx XXX, counsel for the Administrative Agent Lender and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank Lender shall retain, reasonable fees and (b) expenses of technical or other consultants engaged by the Lender. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Lender in connection with this Credit Agreement, the other Fundamental Documents, Note or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit or Parties against the NotesLender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, Lender (but excluding any such expenses to the Canadian Agent, extent incurred by reason of the Issuing Bank gross negligence or wilful misconduct of the LendersLender). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender from and hold them it harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes Note or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 12.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of Credit, the Collateral, Collateral or the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductDocuments, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations examinations, the reasonable fees and disbursements of any counsel that the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated herebyshall retain, and the reasonable fees and disbursements expenses of Morgan, Lewis & Bockius LLP, counsel for technical or other consultants engaged by the Administrative Agent Agent. Such payments shall be made on the date of execution of this Credit Agreement and xxx Xxxxxxx Banx xxx xny other counsel that thereafter on demand. In addition, the Administrative Agent or the Issuing Bank shall retain, and (b) Borrower agrees to pay all reasonable out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the Administrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration or termination of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated Purchaser shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses (including, without limitation, all documented attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred by the Administrative Agent or JPMorgan Securities Inc. in connection withwith this Agreement and the other Program Documents, or growing out ofincluding, without limitation, (i) all costs, fees, and taxes pertaining to the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationobtaining, preparation, executionor filing of all Lien searches and Financing Statements (including, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securitieswithout limitation, any Fundamental Document or any Completion Guaranty for an item of Productrelease thereof), including but not limited to, the reasonable out-of-pocket (ii) all costs and internally allocated charges of audit or field examinations of the Administrative Agent fees incurred in connection with the administration preparation, negotiation, administration, and execution and delivery of this Credit Agreement, the verification of financial data Agreement and the transactions contemplated herebyother Program Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iii) sums paid or incurred to pay for any amount or to take any action required of Purchaser hereunder or under this Agreement that Purchaser fails to pay or take; (iv) costs and expenses of preserving and protecting the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, Collateral; and (b) during the existence of an Event of Default, costs and expenses (including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Document or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses to be paid by Purchaser or any other Person. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender’s secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, reasonable out-of-pocket expenses incurred attorneys’ fees actually incurred), all to the extent allowed by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersBankruptcy Code. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Purchaser shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Creditother Program Documents.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. and the Issuing Bank in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document Real Property Asset or any Completion Guaranty for an item of ProductFundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of legal counsel or audit or field examinations of the Administrative Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank shall retain, retain and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank or the Lenders any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Administrative Agent, the Issuing Bank or Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for any of the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders or the Lendersany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Fronting Bank or JPMorgan Chase Securities Inc. in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Administrative Agent in connection with the credit facility transactions hereby contemplated hereby, and the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and to any internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreementcosts, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Fronting Bank, and any other counsel that the Administrative Agent or the Issuing Fronting Bank shall retain, reasonable fees and (b) expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties against the Administrative Agent, the Fronting Bank or any Lender in respect of the Notesforegoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative AgentLenders (it being understood, however, that the Canadian AgentBorrowers shall not, in connection with any one such action or separate but substantially similar or related actions in the Issuing Bank same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees or expenses of more than one separate firm of attorneys for all such Lenders). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Mortgaged Property or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis Xxxxx & Bockius LLPXxx Xxxxx PLLC, counsel for to the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) if an Event of Default occurs, and subject to Section 11.11, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders any Lender in the enforcement enforcement, protection, workout or protection restructuring (as distinguished from administration) of the rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Credit, any notes evidencing the Loans hereunder, the Mortgaged Properties or the NotesCollateral, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demandshall be due upon receipt of invoices but payable no later than thirty (30) days after receipt. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian AgentBAS, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 12.4 shall survive the termination of this Credit AgreementAgreement and the Commitments hereunder, the payment of the Loans Obligations and the expiration, termination, cancellation and/or full cash collateralization of the expiration Letters of Credit hereunder. The Administrative Agent shall take all reasonable actions (as determined in its sole judgment) to minimize mortgage and similar taxes and fees payable by any Letter Credit Party in connection with the filing, recordation or perfection of Creditthe Liens now or hereafter securing the Obligations, including, without limitation, the amendment or modification of existing mortgage loan documents of record where (in the Administrative Agent’s sole judgment) it is reasonable and practical to do so.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. and the Documentation Agent in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Credit Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent and the Documentation Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent Agents and xxx Xxxxxxx Banx xxx xny Xxxxxx, Del Genio, Xxxxx & Co., LLP, financial advisors to Xxxxxx, Xxxxx & Bockius LLP and any other counsel that either of the Administrative Agent or the Issuing Bank Agents shall retain, and (b) all reasonable out-of-pocket expenses incurred by the individual members of the steering committee in connection with, or arising out of, the performance of due diligence, the negotiation, preparation, execution, and delivery of this Credit Agreement and any other documentation contemplated hereby; provided, however, that the aggregate amount of such out-of-pocket expenses of all of the individual steering committee members shall not exceed $150,000, and (c) if an Event of Default occurs, and subject to Section 12.11, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Documentation Agent or the Lenders any Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Agents, the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for either of the Administrative Agent, the Canadian AgentAgents, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demandshall be due upon receipt of invoices but payable no later than thirty (30) days after receipt. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Documentation Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the Bank Credit Termination Date, the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan X.X. Xxxxxx Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including including, but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank, and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Agent, the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the other Fundamental Documents or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or and the expiration of any Letter all Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay The Borrower agrees (a) to pay or reimburse the Agents for all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the their reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent expenses incurred in connection with the administration of development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit AgreementAgreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the verification consummation of financial data and the transactions contemplated herebyhereby and thereby (including, without limitation, reasonable field examination expenses and charges), together with the reasonable and actual fees and disbursements of Morgancounsel to each of the Agents, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) to pay or reimburse the Agents for all their reasonable out-of-pocket expenses actually incurred in connection with the arrangement and syndication of the facilities established by this Credit Agreement, (c) to pay or reimburse each Lender and the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Agent for all its reasonable costs and expenses actually incurred in connection with the enforcement or protection (as distinguished from administration) preservation of the any rights and remedies of the Issuing Bank under, or the Lenders in connection with defense against any actions arising out of, this Credit Agreement, the Notes and any such other Fundamental Documentsdocuments, the Letters of Credit or the Notesincluding, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited towithout limitation, the reasonable and actual fees and disbursements of any counsel for to the Administrative Agent, Agent and to the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Lenders and thereafter (d) on demand. The Borrowers agree that they shall indemnify , to pay, indemnify, and hold each Lender and the Administrative AgentAgent harmless from, the Canadian Agentany and all recording and filing fees and any and all liabilities with respect to, the Issuing Bank or resulting from any delay in paying, stamp, excise and the Lenders from and hold them harmless against any documentary other similar taxes, assessments if any, which may be payable or charges made by any Governmental Authority by reason of determined to be payable in connection with the execution and delivery of, or consummation or administration of this Credit Agreement or the Notes or the issuance any of the Letters of Credittransactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents. The obligations agreements in this Section 8.03 shall survive repayment of the Borrowers under this Section shall survive the termination of this Credit AgreementLoans, the payment of the Loans and/or the expiration of any Letter of CreditNotes and all other amounts payable hereunder.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, each of the Borrowers agree agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent and the Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, and the making of the Loans including but not limited to the reasonable fees and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Administrative Agent, and Blake, Xxxxxxx & Xxxxxxx, counsel to the Issuing Bank or Canadian Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, Agreement or the Notes or any other Fundamental DocumentsDocument, and with respect to any action which may be instituted by any Person against any Lender in respect of the Letters of Credit or the Notesforegoing, or as a result of any transaction, action or non-action nonaction arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers and thereafter promptly on demand. The Each of the Borrowers agree agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from from, and hold them harmless against against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Creditany other Fundamental Document. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter of Creditfor two years.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny any other local counsel that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or and the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Mortgaged Property or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis Xxxxx & Bockius LLPXxx Xxxxx PLLC, counsel for to the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) if an Event of Default occurs, and subject to Section 11.11, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders any Lender in the enforcement enforcement, protection, workout or protection restructuring (as distinguished from administration) of the rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Credit, any notes evidencing the Loans hereunder, the Mortgaged Properties or the NotesCollateral, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demandshall be due upon receipt of invoices but payable no later than thirty (30) days after receipt. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Syndication Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 12.4 shall survive the termination of this Credit AgreementAgreement and the Commitments hereunder, the 112 payment of the Loans Obligations and the expiration, termination, cancellation and/or full cash collateralization of the expiration Letters of Credit hereunder. The Administrative Agent shall take all reasonable actions (as determined in its sole judgment) to minimize mortgage and similar taxes and fees payable by any Letter Credit Party in connection with the filing, recordation or perfection of Creditthe Liens now or hereafter securing the Obligations, including, without limitation, the amendment or modification of existing mortgage loan documents of record where (in the Administrative Agent's sole judgment) it is reasonable and practical to do so.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Lender in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Lender in connection with the credit facility transactions hereby contemplated hereby, and the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Note and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and to any internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreementcosts, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent Lender and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank cxxxxxx xxxx xhe Xxxxxx shall retain, reasonable fees and (b) expenses of technical or other consultants engaged by the Lender. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Lender in connection with this Credit Agreement, the other Fundamental Documents, Note or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit or Parties against the NotesLender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, Lender (but excluding any such expenses to the Canadian Agent, extent incurred by reason of the Issuing Bank gross negligence or wilful misconduct of the LendersLender). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender from and hold them it harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes Note or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 11.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Chase Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the -106- 108 credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty Bond for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMorgxx, Lewis Xxxxx & Bockius LLPXockxxx XXX, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, Agent or the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, Agent or the Issuing Bank or the LendersBank. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral, Collateral or the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductDocuments, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations examinations, the reasonable fees and disbursements of any counsel that the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated herebyshall retain, and the reasonable fees and disbursements expenses of Morgan, Lewis & Bockius LLP, counsel for technical or other consultants engaged by the Administrative Agent Agent. Such payments shall be made on the date of execution of this Credit Agreement and xxx Xxxxxxx Banx xxx xny other counsel that thereafter on demand. In addition, the Administrative Agent or the Issuing Bank shall retain, and (b) Borrower agrees to pay all reasonable out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the Notes or the other Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Letters of Credit Borrower or any Lender against the NotesAdministrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of CreditNotes. The obligations of the Borrowers Borrower under this Section 11.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated herebyFacility, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including including, but not limited to, the reasonable and documented out-of-pocket costs and internally allocated charges of accountants and audit or field examinations of the Administrative Agent Agent, in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable and documented fees and disbursements of Morgan, Lewis & Bockius Sidley Austin LLP, counsel for the Administrative Agent Agent, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special tax counsel for the Administrative Agent, and xxx Xxxxxxx Banx xxx xny other one local counsel in each applicable jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank Lenders or the Lenders any participant in connection with this Credit Agreement, the Notes or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxesTaxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of CreditNotes. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower and each Subsidiary Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. and the Lead Arranger in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationsyndication, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance and administration of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and to the reasonable fees and disbursements of Morgan, Lewis Sxxxxxx Xxxxxxx & Bockius Bxxxxxxx LLP, counsel for to the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retainAgent, and (b) as well as all reasonable out-of-pocket expenses incurred by the Lenders and the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Agent in connection with any restructuring or workout of this Credit Agreement, the other Fundamental Documents, Agreement or the Letters of Credit or in connection with the Notesenforcement or protection of the rights of the Lenders and the Administrative Agent in connection with this Agreement or the Letters of Credit or any other Fundamental Document, and with respect to any action which may be instituted by any Person against any Lender, any Revolving Issuing Lender or the Administrative Agent in respect of the foregoing, or as a result of any transaction, action or non-action nonaction arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Lenders or any Revolving Issuing Bank or the LendersLender. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers and thereafter promptly on demand. The Borrowers agree Borrower and each Subsidiary Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Revolving Issuing Bank Lenders and the Lenders from from, and hold them harmless against against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of CreditCredit or any other Fundamental Document. The obligations of the Borrowers Borrower and each Subsidiary under this Section shall be joint and several obligations and shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of CreditCredit for two years.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger or JPMorgan Securities Inc. JPM Mezzanine Capital, LLC in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger or JPM Mezzanine Capital, LLC in connection with, or growing out of, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the CollateralLoans, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable and documented out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit AgreementAgreement (provided that so long as no Event of Default shall have occurred and be continuing, the verification Credit Parties shall not be responsible for the cost of financial data and the transactions contemplated hereby, more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny JPM Mezzanine Capital, LLC and if necessary, one other local counsel per jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (biii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of any a single counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or Notes. Notwithstanding any provision to the issuance contrary, the Borrower’s obligations under this Section 13.4 shall not be duplicative of the Letters any amounts paid by Borrower under any other provision of Creditthis Credit Agreement. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the CollateralLoans, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable and documented out-of-pocket costs and reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit AgreementAgreement (provided that so long as no Event of Default shall have occurred and be continuing, the verification Credit Parties shall not be responsible for the cost of financial data and the transactions contemplated hereby, more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny if necessary, one other local counsel per jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of any a single counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or Notes. Notwithstanding any provision to the issuance contrary, the Borrower’s obligations under this Section 13.4 shall not be duplicative of the Letters any amounts paid by Borrower under any other provision of Creditthis Credit Agreement. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or Agent, JPMorgan Securities Inc. Inc., the Co-Administrative 117 Agent and the Syndication Agent in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Producta Qualifying Picture, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent, the Co-Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank and any other counsel that the Administrative Agent, Co-Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Co-Administrative Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Co-Administrative Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, each of the Borrowers agree agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent and the Arranger in connection with the syndication, preparation, execution, delivery and administration of this Agreement, the Notes, and the making of the Loans including but not limited to the reasonable fees and disbursements of Simpson Thxxxxx & Xxxxxxxt, xxxxxxx to the Administrative Agent, and Blake, Cassels & Xxxxxxx, xxxxxxx to the Issuing Bank or Canadian Agent, as well as all reasonable out-of-pocket expenses incurred by the Lenders in connection with any restructuring or workout of this Agreement, or the Notes or in connection with the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, Agreement or the Notes or any other Fundamental DocumentsDocument, and with respect to any action which may be instituted by any Person against any Lender in respect of the Letters of Credit or the Notesforegoing, or as a result of any transaction, action or non-action nonaction arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers and thereafter promptly on demand. The Each of the Borrowers agree agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from from, and hold them harmless against against, any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Creditany other Fundamental Document. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter of Creditfor two years.

Expenses; Documentary Taxes. Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent Agent, the Fronting Bank or JPMorgan Chase Securities Inc. in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Administrative Agent in connection with the credit facility transactions hereby contemplated hereby, and the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and to any internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreementcosts, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Fronting Bank, and any other counsel that the Administrative Agent or the Issuing Fronting Bank shall retain, and (b) the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties or any Lender against the NotesAdministrative Agent, the Fronting Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-non- action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative AgentLenders (it being understood, however, that the Canadian AgentBorrower shall not, in connection with any one such action or separate but substantially similar or related actions in the Issuing Bank same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees or expenses of more than one separate firm of attorneys for all such Lenders). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 11.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated The Borrowers shall be consummated, the Borrowers agree to pay (ai) all reasonable out-of-pocket expenses of the Agent and the Collateral Agent, including fees and disbursements of special counsel for the Agent and special counsel for the Collateral Agent, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or JPMorgan Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductBank, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of Morgancounsel, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreementsuch Event of Default and collection, the bankruptcy, insolvency and other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demandenforcement proceedings resulting therefrom. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing each Bank and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Credit Agreement any Financing Document. SECTION . Sharing of Set-offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the issuance amount subject to such exercise to the payment of the Letters of Credit. The obligations of the Borrowers other than obligations under this Section shall survive the termination Notes. The Borrowers agree, to the fullest extent they may effectively do so under applicable law, that any holder of this Credit Agreementa participation in a Note, whether or not acquired pursuant to the payment foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loans and/or Borrowers in the expiration amount of any Letter of Creditsuch participation.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Agent in connection with the credit facility transactions hereby contemplated hereby, and the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductLoans, including but not limited toto any internally allocated audit costs, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMorgxx, Lewis Xxxxx & Bockius LLPXockxxx XXX, counsel for the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank shall retain, fees and (b) expenses of technical or other consultants engaged by the Agent to the extent previously approved by the Borrowers, as well as all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Agreement or the Notes, and with respect to any action which may be instituted by any Person other than the Debtors against any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.the

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Agent, the Arrangers and the Bookrunners in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated herebyFacility, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including including, but not limited to, the reasonable and documented out-of-pocket costs and internally allocated charges of accountants and audit or field 185 examinations of the Administrative Agent Agent, in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable and documented fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny other one local counsel in each applicable jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank Lenders or the Lenders any participant in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxesTaxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit. The obligations of the Borrowers Borrower under this Section 13.4 shall survive the termination of this Credit Agreement, the payment of the Loans and/or Loans, the expiration reimbursement of all L/C Exposure and the termination of any Letter of CreditSwap Agreement.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities J.P. Xxxxxx Xxcurities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including including, but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMorxxx, Lewis Xxxxx & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank, and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Agent, the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the -93- 102 reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the other Fundamental Documents or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or and the expiration of any Letter all Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers Borrower and the Guarantors jointly and severally agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. and the Collateral Agent (including but not limited to the reasonable fees and disbursements of Latham & Watkins, special counsel fox xxx Admxxxxxxxtive Agent and the Collateral Agent, and any other replacement counsel that the Administrative Agent and the Collateral Agent shall retain) in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item syndication of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, the reasonable costs, fees and expenses of the Administrative Agent and the Collateral Agent (including but not limited to the reasonable fees and disbursements of Morganinternal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, Lewis & Bockius LLPmonitoring and valuation of Collateral (including, counsel for without limitation, Inventory and Receivables) and reasonable syndication expenses of the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retainAgent, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Canadian Agent, Co-Agents and the Issuing Bank or the Lenders Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies of any one or more of the Lenders, the Issuing Bank Bank, the Collateral Agent, the Co-Agents or the Lenders Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Canadian Agent, the Issuing Bank Co-Agents or the LendersAdministrative Agent incurred in the protection, enforcement and foreclosure of their Liens on the Collateral and of the Collateral Agent in the creation and maintenance of the perfection of such Liens. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Closing Date and thereafter on demand. The Borrowers Whether or not the transactions hereby contemplated shall be consummated, the Borrower and the Guarantors agree that they shall indemnify to reimburse the Administrative Agent, the Canadian Issuing Bank, the Collateral Agent, the Issuing Bank Co-Agents and the Lenders from for the Fees and hold them harmless against any documentary taxes, assessments or charges made expenses required by any Governmental Authority the Fee Letter and the reimbursement provisions thereof are hereby incorporated herein by reason reference. The obligations of the execution Borrower and delivery the Guarantors under this Section 10.05 shall survive the termination of this Credit Agreement or and/or the Notes or payment of the issuance Loans and/or the reimbursement of the Letters of Credit. The obligations of fees and expenses payable hereunder are in addition to those payable by the Borrowers Borrower or the Guarantors under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Creditother Loan Document.

Expenses; Documentary Taxes. Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Agent, the Fronting Bank, Chase Securities Inc. or the Waiver Agent in connection with, or growing out of, the with performance of due diligence, diligence by the syndication of Administrative Agent or the credit facility Waiver Agent in connection with the transactions hereby contemplated hereby, and the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and to any internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreementcosts, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Fronting Bank, and any other counsel that the Administrative Agent, the Waiver Agent or the Issuing Fronting Bank shall retain, and (b) the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit Credit, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the NotesAdministrative Agent, the Waiver Agent, the Fronting Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Waiver Agent, the Issuing Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section 11.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated Purchaser shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred by the Administrative Agent or JPMorgan Securities Inc. in connection withwith this Agreement and the other Program Documents, or growing out ofincluding, without limitation, (i) all costs, fees, and taxes pertaining to the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationobtaining, preparation, executionor filing of all Lien searches and financing statements (including, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securitieswithout limitation, any Fundamental Document or any Completion Guaranty for an item of Productrelease thereof), including but not limited to, the reasonable out-of-pocket (ii) all costs and internally allocated charges of audit or field examinations of the Administrative Agent fees incurred in connection with the administration preparation, negotiation, administration, and execution and delivery of this Credit Agreement, the verification of financial data Agreement and the transactions contemplated herebyother Program Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iii) sums paid or incurred to pay for any amount or to take any action required of Purchaser hereunder or under this Agreement that Purchaser fails to pay or take; (iv) costs and expenses of preserving and protecting the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, Collateral; and (b) during the existence of an Event of Default, costs and expenses (including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Document or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses to be paid by Purchaser or any other Person. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, reasonable out-of-pocket expenses incurred attorneys' fees actually incurred), all to the extent allowed by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersBankruptcy Code. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Purchaser shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance other Program Documents. Any of the Letters of Credit. The obligations foregoing to the contrary notwithstanding, Lender agrees that Purchaser shall have no obligation to reimburse Lender more than $35,000 for Lender's counsel's legal fees arising from the negotiation and preparation of the Borrowers under this Section shall survive initial Program Documents and the termination of this Credit Agreement, the payment closing of the Loans and/or the expiration of any Letter of CreditProgram.

Expenses; Documentary Taxes. Whether Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral, the Pledged Securities, Securities or any Fundamental Document or any Completion Guaranty for an item of ProductDocument, including but not limited to, the reasonable and documented out-of-pocket costs and reasonable and documented internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit AgreementAgreement (provided that so long as no Event of Default shall have occurred and be continuing, the verification Credit Parties shall not be responsible for the cost of financial data and the transactions contemplated hereby, more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx, LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny if necessary, one other local counsel per jurisdiction that the Administrative Agent or the Issuing Bank shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of any a single counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit. Notwithstanding any provision to the contrary, the Borrower’s obligations under this Section 13.4 shall not be duplicative of any amounts paid by Borrower under any other provision of this Credit Agreement or agreed by the Borrower and the Arranger 121 and Administrative Agent for expenses accrued prior to the Closing Date. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or and the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Chase Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Group Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Group Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Group Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Group Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable fees and out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Chemical Securities Inc. in connection with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification modification, administration and administration enforcement of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the CollateralAgreement, the Pledged Securities, any the Notes and the other Fundamental Document Documents or any Completion Guaranty for an item of Product, the making of the Loans, the issuance of the Letters of Credit or the Collateral including but not limited to, to the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations examination of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganMorgxx, Lewis Xxxxx & Bockius LLPXockxxx XXX, counsel for the Administrative Agent Agent, and xxx Xxxxxxx Banx xxx xny any other legal counsel that the Administrative Agent or the Issuing Bank shall retain, and (b) retain as well as all reasonable out-of-pocket expenses and reasonable allocated costs incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any outside counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrowers Borrower and thereafter on demand. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes (excluding Notes executed and delivered solely as a result of an assignment pursuant to Section 12.3) or the issuance of the Letters of Credit. The obligations of the Borrowers Borrower under this Section shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated Purchaser shall be consummated, the Borrowers agree to pay (a) all reasonable reasonably documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred by the Administrative Agent or JPMorgan Securities Inc. in connection withwith this Agreement and the other Program Documents, or growing out ofincluding, without limitation, (i) all reasonably documented costs, fees, and taxes pertaining to the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiationobtaining, preparation, executionor filing of all Lien searches and Financing Statements (including, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securitieswithout limitation, any Fundamental Document or any Completion Guaranty for an item of Productrelease thereof), including but not limited to, the reasonable out-of-pocket (ii) all reasonably documented costs and internally allocated charges of audit or field examinations of the Administrative Agent fees incurred in connection with the administration preparation, negotiation, administration, and execution and delivery of this Credit Agreement, the verification of financial data Agreement and the transactions contemplated herebyother Program Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iii) reasonably documented sums paid or incurred to pay for any amount or to take any action required of Purchaser hereunder or under this Agreement that Purchaser fails to pay or take; (iv) reasonably documented costs and expenses of preserving and protecting the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent or the Issuing Bank shall retain, Collateral; and (b) during the existence of an Event of Default, all reasonably documented costs and expenses (including reasonable out-of-pocket attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Document or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses incurred to be paid by Purchaser or any other Person. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersBankruptcy Code. Such payments shall be made on the date this Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they Purchaser shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and/or the expiration of any Letter of Creditother Program Documents.