Common use of Expenses; Documentary Taxes Clause in Contracts

Expenses; Documentary Taxes. Purchaser shall pay (a) all 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 in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, RRI and the other Borrowers, jointly and severally, agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, the Co-Lead Arrangers, the Joint Book-Running Managers and the Issuing Banks in connection with, or arising out of, the performance of due diligence, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement, the other Fundamental Documents, and any other documentation contemplated hereby or thereby, the making of the Revolving Credit Loans and the issuance of the Revolver Letters of Credit, the making of the Senior Priority Loans and the issuance of the Senior Priority Letters of Credit, the Collateral any Real Property Asset 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 preparation, negotiation and administration of this Credit Agreement and the other Fundamental Documents, the verification of financial data or the transactions contemplated hereby or thereby, and the reasonable fees and disbursements of Xxxxxxxx Chance US LLP, counsel for the Administrative Agent and any other counsel that any of the Agents and the Tranche A Agent shall retain, (b) all out-of-pocket expenses (includingincurred by any Issuing Bank in connection with the issuance, without limitationamendment, all reasonable attorney and paralegal fees and expenses renewal or extension of Lender, recording costs, recording any Letter of Credit or intangible taxesany demand for payment thereunder, and title insurance(c) all out-of-pocket expenses incurred by the Administrative Agent, if anythe other Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, any Issuing Bank or any Lender in connection with the enforcement or protection (as distinguished from administration) of Lender incurred its rights and remedies in connection with this Agreement Credit Agreement, the other Fundamental Documents, the Letters of Credit, the Loans or any Notes hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit, including but not limited to, the fees and disbursements of any counsel for any of the Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, any Issuing Bank or any of the Lenders. Such payments shall be made on demand. RRI and the other Program DocumentsBorrowers, includingjointly and severally, without limitationagree that it shall indemnify the Administrative Agent, (i) all coststhe other Agents, feesthe Collateral Agent, and taxes pertaining to the obtainingTranche A Agent, preparationthe Tranche A Collateral Agent, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement Issuing Banks and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless against any transfer documentary, transfer, stamp, excise, property or similar taxes, documentary taxes, assessments, assessments or charges made by any Governmental Body or Authority by reason of any payment made by or on behalf of RRI or other Credit Party hereunder or the execution and execution, filing, recording, performance, release, discharge, amendment, enforcement and/or delivery of this Agreement Credit Agreement, any Notes hereunder or the issuance of any Letters of Credit or any other Program DocumentsFundamental Document or the transactions contemplated hereunder and thereunder. Any The obligations of the foregoing to Credit Parties under this Section shall survive the contrary notwithstandingBank Credit Termination Date, 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 termination of this Credit Agreement, the payment of the initial Program Documents Loans, the expiration or termination of the Letters of Credit and/or the termination of any Lender Hedging Agreement. Notwithstanding the foregoing, the reasonable fees and expenses of a financial adviser retained by or on behalf of the Administrative Agent, the other Agents, the Collateral Agent, any Issuing Bank or any of the Lenders from and after the Closing Date, shall only be payable by RRI and the closing other Borrowers, under the following circumstances: (1) such fees and expenses have been incurred pursuant to, and in accordance with, the FA Engagement Letter, (2) upon the occurrence of a Default or Event of Default, or (3) in connection with the Programpreservation of rights or the exercise of remedies hereunder, under any other Fundamental Document, under Applicable Law or otherwise.

Expenses; Documentary Taxes. Purchaser The Borrowers shall pay (ai) all out-of-pocket expenses (includingof the Agent and the Collateral Agent, without limitation, all reasonable attorney and paralegal including fees and expenses disbursements of Lenderspecial counsel for the Agent and special counsel for the Collateral Agent, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, preparation and execution and delivery administration of this Agreement and the other Program Financing 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 Collateral; thereunder and (bii) during the existence of if an Event of DefaultDefault occurs, costs and all out-of-pocket expenses (incurred by the Agent, the Collateral Agent or any Bank, including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment disbursements of the Obligationscounsel, enforce the Lien in the Collateralconnection with such Event of Default and collection, sell or otherwise realize upon the Collateralbankruptcy, insolvency 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)other enforcement proceedings resulting therefrom. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrowers shall indemnify Lender each Bank against any transfer taxes, documentary taxes, assessments, assessments or charges made by any Governmental Body or Authority governmental authority by reason of the execution and delivery of this 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 Program Documents. Any 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 amount subject to such exercise to the payment of obligations of the foregoing Borrowers other than obligations under the Notes. The Borrowers agree, to the contrary notwithstandingfullest extent they may effectively do so under applicable law, Lender agrees that Purchaser shall have no obligation any holder of a participation in a Note, whether or not acquired pursuant to reimburse Lender more than $35,000 for Lender's counsel's legal fees arising from the negotiation foregoing arrangements, may exercise rights of set-off or counterclaim and preparation other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the initial Program Documents and Borrowers in the closing amount of the Programsuch participation.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or 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 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 Morgxx, Xxxxx & Xockxxx XXX, counsel for the Administrative Agent and the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (including, without limitation, b) all reasonable attorney and paralegal fees and out-of-pocket expenses of Lender, recording costs, recording incurred by the Administrative Agent or intangible taxes, and title insurance, if anythe Issuing Bank in the enforcement or protection (as distinguished from administration) of Lender incurred 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 or the Issuing Bank. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Bank and the other Program Documents, including, without limitation, (i) all costs, fees, Lenders from and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program Documents. Any Notes or the issuance of the 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 Letters of Credit. The obligations of the initial Program Documents and Borrower under this Section shall survive the closing termination of this Credit Agreement, the payment of the ProgramLoans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Purchaser Borrower shall pay or reimburse (a) all out-of-pocket expenses expenses, disbursements and advances (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderexpenses, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements Financing Statements (including, without limitation, any release thereof), (ii) 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 consent hereunder or thereunder or any amendment hereof or thereof or any Event of Default or alleged Event of Default hereunder or thereunder, (iiiii) sums paid or incurred to pay for any amount or to take any action required of Purchaser Borrower hereunder or under this Agreement any other Program Document that Purchaser Borrower fails to pay or take; and (iviii) in connection with an Event of Default, the reasonably documented costs (an invoice shall be sufficient documentation) and expenses of preserving and protecting the Collateral; and (b) during the existence of an Event of Default, all costs and expenses (including reasonable out-of-pocket attorney and paralegal fees and expenses) paid or reasonably 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 Borrower or any other Person. In the event Purchaser Borrower becomes a debtor under the Bankruptcy Codean 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, reasonable attorneys' fees actually incurredfees), all to the extent allowed by the Bankruptcy CodeInsolvency Proceeding. Purchaser Borrower shall indemnify Lender against any transfer taxes, documentary taxes, assessments, value added taxes or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any The obligations of the foregoing to Borrower hereunder shall survive 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 termination of the initial Program Documents and the closing of the Programthis Agreement.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationthe Collateral Agent and the Issuing Bank and their Affiliates in connection with, all or arising out of, the performance of due diligence, 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 Real Property Asset or any Fundamental Document, including but not limited to, the reasonable attorney out-of-pocket costs and paralegal internally allocated charges of legal counsel and audit or field examinations of the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data or the transactions contemplated hereby, and the reasonable fees and expenses disbursements of LenderXxxxxx, recording costsXxxxx & Xxxxxxx LLP, recording or intangible taxescounsel for the Agents, any other counsel that the Agents shall retain, Xxxxxxx & Marsal LLC, financial advisor to the Agents, and title insuranceany other professional that the Agents shall retain and (b) all out-of-pocket expenses incurred by the Agents, if anythe Issuing Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of Lender incurred the rights and remedies of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparationLetters of Credit or any notes evidencing the Loans hereunder, or filing as a result of all Lien searches any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and financing statements (including, without limitation, disbursements of any release thereof), (ii) 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 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 counsel 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 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 ObligationsAgents, enforce the Lien in Issuing Bank, 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 Lenders or any other PersonSecured Party. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case Such payments shall include interest be made 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 date this Credit Agreement is executed by the Bankruptcy CodeBorrower and thereafter on demand. Purchaser The Borrower agrees that it shall indemnify Lender the Agents, the Issuing Bank, the Lenders and any other Secured Parties from and hold them harmless 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 other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 10.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the closing payment of the ProgramLoans and/or the expiration of the Letters of Credit.

Expenses; Documentary Taxes. Purchaser The Borrowers and the Guarantors (by execution and delivery of the Guaranty) shall pay (a) all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Agent, recording costs, and recording or intangible taxes, and title insurance, if any) of Lender the Agent incurred in connection with this Agreement and the other Program Credit Documents, including, without limitationlimitation (in any event only to the extent relating to this Agreement or the other Credit Documents and only to the extent reasonable), (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all Lien searches equipment and inventory appraisals, audit reports, field examinations, lien searches, UCC-1 financing statements (including, without limitation, any release thereof), (ii) all fees and disbursements of special counsel for the Lenders and the Agent, (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser hereunder the Borrowers or the Guarantors under this Agreement that Purchaser any Borrower fails to pay or taketake after any grace period applicable thereto; (ivv) costs and expenses of preserving and protecting the Collateral; and (b) during the existence of an Event of Default, costs and expenses (including reasonable attorney and paralegal fees and expensesexpenses and reasonable costs and 104 expenses of financial consultants) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, preserve and protect the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Credit Document or to defend any claim made or threatened against Lender the Agent or any of the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser or any other Personthe Borrowers and the Guarantors. In the event Purchaser any Borrower or any Guarantor 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, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrowers and the Guarantors (by execution and delivery of the Guaranty) shall indemnify the Agent and each 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with, or arising out of, the performance of due diligence, 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, any Mortgaged Property or any Fundamental Document, 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 or the transactions contemplated hereby, and the reasonable fees and disbursements of Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent, and any other counsel that the Administrative Agent shall retain, and (includingb) if an Event of Default occurs, without limitationand subject to Section 11.11, all reasonable attorney and paralegal fees and out-of-pocket expenses of Lenderincurred by the Administrative Agent, recording coststhe Issuing Bank or any Lender in the enforcement, recording protection, workout or intangible taxes, and title insurance, if anyrestructuring (as distinguished from administration) of Lender incurred the rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing Letters of all Lien searches and financing statements (including, without limitationCredit, any release thereof)notes evidencing the Loans hereunder, (ii) 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 Mortgaged Properties 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 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 as a result of any Program Document transaction, action or to defend non-action arising from any claim made or threatened against Lender arising out of the transactions contemplated hereby foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter shall be due upon receipt of invoices but payable no later than thirty (including, without limitation, preparations for and consultations concerning any such matters)30) days after receipt. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower agrees that it shall indemnify Lender the Administrative Agent, the Syndication Agent, the Issuing Bank and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments, assessments or charges made by any U.S. Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 12.4 shall survive the termination of this Credit Agreement and the closing Commitments hereunder, the 112 payment of the ProgramObligations and the expiration, termination, cancellation and/or full cash collateralization of the 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 Credit Party in connection with the filing, recordation or perfection of the 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. Purchaser The Borrower shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderexpenses, recording costs, recording or intangible taxes, and title insurance, if any) costs of Lender the Agents incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all appraisals, Lien searches and searches, UCC-1 financing statements (including, without limitation, any release thereof), recording or intangible taxes (ii) all fees and disbursements of special counsel for the Lenders and the Agents; (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Borrower hereunder or under this Agreement that Purchaser the Borrower fails to pay or take; (ivv) costs and expenses of preserving and protecting the Collateral; and (b) during the existence of an Event of Default, Default all costs and expenses of the Agents and the Lenders (including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien Liens in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Credit Document or to defend any claim made or threatened against Lender any of the Agents or the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser the Borrower or any other PersonSubsidiary. In the event Purchaser that the Borrower or any Subsidiary Guarantor becomes a debtor under the Bankruptcy Code, each Agent's and each Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrower shall indemnify Lender the Agents and the Lenders 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationthe Fronting Bank, all Chase Securities Inc. or the Waiver Agent in connection with performance of due diligence by the Administrative Agent or the Waiver Agent in connection with the transactions hereby contemplated and the syndication, 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 Letters of Credit, including but not limited to any internally allocated audit costs, the reasonable attorney fees and paralegal disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Fronting Bank, and any other counsel that the Administrative Agent, the Waiver Agent or the Fronting Bank shall retain, and the reasonable fees and expenses of Lendertechnical 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, recording costs, recording the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lenders in the enforcement or intangible taxes, and title insurance, if any) protection of Lender incurred the rights of the Lenders in connection with this Agreement Credit Agreement, the Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the Administrative 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 the foregoing, including but not limited to the reasonable fees and disbursements of any counsel for the Lenders. Such payments shall be made on demand after the date of execution of this Credit Agreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Waiver Agent, the Fronting Bank and the other Program Documents, including, without limitation, (i) all costs, fees, Lenders from and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 Agreement Credit Agreement, the Notes or the other Program Documentsissuance of Letters of Credit. Any The obligations of the foregoing to Borrower under this Section 11.4 shall survive 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 termination of this Credit Agreement and/or the negotiation and preparation payment of the initial Program Documents and Loans and/or the closing expiration of the ProgramLetters of Credit.

Expenses; Documentary Taxes. Purchaser shall pay The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees costs and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the development, preparation, negotiation, administrationprinting and execution of, and execution and delivery of any amendment, supplement or modification to, this Credit Agreement and the other Program DocumentsCredit Documents and any other documents prepared in connection herewith or therewith, 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 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 consummation 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 thereby (including, without limitation, reasonable attorneys' fees actually incurredfield examination expenses and charges), together with the reasonable and actual fees and disbursements of counsel to each of the Agents, (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 for all its reasonable costs and expenses actually incurred in connection with the enforcement or preservation of any rights under, or defense against any actions arising out of, this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable and actual fees and disbursements of counsel to the extent allowed by Administrative Agent and to the Bankruptcy Code. Purchaser shall indemnify Lenders and (d) on demand, to pay, indemnify, and hold each Lender against and the Administrative Agent harmless from, any transfer and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, documentary taxesif any, assessments, which may be payable or charges made by any Governmental Body or Authority by reason of determined to be payable in connection with the execution and delivery of, or consummation or administration of this Agreement or the other Program Documents. Any any of the foregoing to transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the contrary notwithstanding, Lender agrees that Purchaser Credit Documents and any such other documents. The agreements in this Section 8.03 shall have no obligation to reimburse Lender more than $35,000 for Lender's counsel's legal fees arising from the negotiation and preparation survive repayment of the initial Program Documents Loans, Notes and the closing of the Programall other amounts payable hereunder.

Expenses; Documentary Taxes. Purchaser The Borrower shall pay (a) all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Agent, recording costs, recording or intangible taxes, taxes and title insurance, if any) of Lender the Agent incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all reasonable costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all Lien searches equipment appraisals , audit reports and field examinations (except as expressly limited by SECTION 5.29), lien searches, UCC-1 financing statements (including, without limitation, any release thereof), the Mortgages, the Real Property Documentation, (ii) all reasonable fees and disbursements of special counsel for the Agent, (iii) all reasonable costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Borrower or any Guarantor hereunder or under this Agreement that Purchaser the Borrower fails to pay or take; (iv) costs and expenses of preserving and protecting the Collateraltake as required under this Agreement; and (b) during the existence of an Event of Default, reasonable costs and expenses (including reasonable attorney and paralegal fees and expensesexpenses of special counsel for the Agent and the Lenders and reasonable costs and expenses of financial consultants) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, preserve and protect the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Credit Document or to defend any claim made or threatened against Lender the Agent or any of the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser or any other Personthe Borrower. In the event Purchaser the Borrower or any Guarantor 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, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrower shall indemnify the Agent and each 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser The Borrower shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Agent, recording costs, recording or intangible taxes, taxes and title insurance, if any) of Lender the Agent incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all appraisals, field examinations (including, without limitation, $750 per day per auditor, plus expenses), and due diligence reviews, Lien searches Searches, and UCC-1 financing statements (including, without limitation, any release thereof), (ii) all fees and disbursements of special counsel for the Lenders and the Agent, (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunderthereunder or any workout or restructuring, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Borrower hereunder or under this Agreement that Purchaser the Borrower fails to pay or take; (ivv) costs and expenses of preserving and protecting the 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 Credit Document or to defend any claim made or threatened against Lender the Agent or any of the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser or any other Personthe Borrower. In the event Purchaser the 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, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrower shall indemnify the Agent and each 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser 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 Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Arranger in connection with, or growing out of, the performance of due diligence, 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 or any Fundamental Document, including but not limited to, the reasonable and documented out-of-pocket costs and reasonable internally allocated charges of audit examinations of the Administrative Agent in connection with the administration of this Credit Agreement (includingprovided that so long as no Event of Default shall have occurred and be continuing, without limitationthe Borrower shall not be responsible for the cost of more than one (1) such audit examination during any calendar year) and the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel for the Administrative Agent and if necessary, one other local counsel per jurisdiction that the Administrative Agent shall retain, and (ii) all reasonable attorney and paralegal fees and documented out-of-pocket expenses of Lender, recording costs, recording incurred by the Administrative Agent or intangible taxes, and title insurance, if anythe Lenders in the enforcement or protection (as distinguished from administration) of Lender incurred the rights and remedies of the Lenders in connection with this Agreement and Credit Agreement, the Notes, or the other Program Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including, without limitation, (i) all costs, fees, the fees and taxes pertaining to disbursements of a single counsel for the obtaining, preparation, Administrative Agent or filing of all Lien searches the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with thereafter on demand. The Borrower agrees that it shall indemnify the preparation, negotiation, administration, and execution and delivery of this Agreement Administrative Agent and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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. Notwithstanding any provision to the contrary, the Borrower’s obligations under this Section 9.4 shall not be duplicative of any amounts paid by Borrower under any other Program Documentsprovision of this Credit Agreement. Any The obligations of the foregoing to Borrower under this Section shall survive 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 termination of this Credit Agreement and the negotiation and preparation payment of the initial Program Documents and the closing of the ProgramLoans.

Expenses; Documentary Taxes. Purchaser shall pay (a) all 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 in connection with this Agreement and the other Program Documents, including, without limitation, (i) all reasonably documented costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements Financing Statements (including, without limitation, any release thereof), (ii) all reasonably documented 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 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 Collateral; and (b) during the existence of an Event of Default, all reasonably documented 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses (incurred by the Agent or 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 or any Fundamental Document, including, without limitationbut not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the 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 Morxxx, Xxxxx & Bockius LLP, counsel for the Agent and the Issuing Bank, and any other counsel that the Agent or the Issuing Bank shall retain, and (b) all reasonable attorney out-of-pocket expenses incurred by the Agent, the Issuing Bank or the Lenders in the enforcement or protection of the rights and paralegal fees and expenses remedies of Lenderthe Agent, recording costs, recording the Issuing Bank or intangible taxes, and title insurance, if any) of Lender incurred the Lenders in connection with this Agreement and Credit Agreement, the other Program 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, without limitationbut not limited to, (i) all coststhe -93- 102 reasonable fees and disbursements of any counsel for the Agent, feesthe Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter on demand. The Borrower agrees that it shall indemnify the Agent, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement Issuing Bank and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program Documents. Any Fundamental Documents or the issuance of the 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 Letters of Credit. The obligations of the initial Program Documents Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and the closing expiration of the Programall Letters of Credit.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower and the Guarantors jointly and severally agree to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Agent (including but not limited to the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent and the Agent, and any other replacement counsel that the Administrative Agent and the Agent shall retain) in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and the other Loan Documents, the making of the Loans and the issuance of the Letters of Credit, the syndication of the transactions contemplated hereby, the reasonable costs, fees and expenses of the Administrative Agent and the Agent (including but not limited to the reasonable fees and disbursements of internal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, monitoring and valuation of collateral (including, without limitation, Inventory and Receivables) and reasonable syndication expenses of the Administrative Agent, and all reasonable attorney out-of-pocket expenses incurred by the Lenders, the Issuing Bank, the Agent, the Co-Agents and paralegal fees and expenses the Administrative Agent in the enforcement or protection of Lenderthe rights of any one or more of the Lenders, recording coststhe Issuing Bank, recording the Agent, the Co-Agents or intangible taxes, and title insurance, if any) of Lender incurred the Administrative Agent in connection with this Agreement Agreement, the Notes or the other Loan Documents, including but not limited to the reasonable fees and disbursements of any counsel for the Lenders, the Issuing Bank, the Agent, the Co-Agents or the Administrative Agent. Such payments shall be made on the date of entry of the Order and thereafter on demand. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and the other Program DocumentsGuarantors agree to reimburse the Administrative Agent, includingthe Issuing Bank, without limitationthe Agent, (i) all costs, fees, the Co-Agents and taxes pertaining to the obtaining, preparation, or filing Lenders for the Fees and expenses required by the Fee Letter and the reimbursement provisions thereof are hereby incorporated herein by reference. The obligations of all Lien searches the Borrower and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery Guarantors under this Section 10.05 shall survive the termination of this Agreement and and/or the other 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 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 Loans and/or 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 reimbursement of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters)Letters of Credit. The foregoing shall not be construed fees and expenses payable hereunder are in addition to limit those payable by the Borrower or the Guarantors under 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the ProgramLoan Document.

Expenses; Documentary Taxes. Purchaser The Borrowers shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Agent or the Collateral Agent, recording costs, recording or intangible taxes, taxes and title insurance, if any) of Lender the Agent and the Lenders incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all equipment appraisals, inventory appraisals, Lien searches and Searches, UCC-1 financing statements (including, without limitation, any release thereof), the Mortgages, the Real Property Documentation, (ii) all fees and disbursements of special counsel for the Lenders and the Agent, (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Borrowers hereunder or under this Agreement that Purchaser any Borrower fails to pay or take; (ivv) costs and expenses of preserving and protecting the CollateralCollateral and of field audits conducted by the Collateral Agent pursuant to Section 5.02(c); 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 Credit Document or to defend any claim made or threatened against Lender the Agent or any of the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser or any other Personthe Borrowers. In the event Purchaser any Borrower becomes a debtor under the Bankruptcy Code, the Collateral Agent's and each Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrowers shall indemnify the Agent, the Collateral Agent and each 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationthe Arranger or JPM Mezzanine Capital, all reasonable attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred LLC in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparationwith, or filing growing out of, the performance of all Lien searches and financing statements (includingdue diligence, without limitation, any release thereof)the syndication of the credit 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, the Pledged Securities or any Fundamental Document, including but not limited to, the reasonable and documented out-of-pocket costs and fees incurred reasonable internally allocated charges of audit or field examinations of the Administrative Agent in connection with the preparationadministration of this Credit Agreement (provided that so long as no Event of Default shall have occurred and be continuing, negotiationthe Credit Parties shall not be responsible for the cost of more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of Xxxxxx, administrationXxxxx & Xxxxxxx, LLP, counsel for the Administrative Agent and JPM Mezzanine Capital, LLC and if necessary, one other local counsel per jurisdiction that the Administrative Agent shall retain, and execution and delivery of this Agreement and the other 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 all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or incurred to pay for the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, or as a result of any amount transaction, action or to take non-action arising from 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 Collateral; and (b) during foregoing, including, the existence of an Event of Default, costs and expenses (including reasonable attorney and paralegal fees and expenses) paid disbursements of a single counsel for the Administrative Agent or incurred to obtain payment of the Obligations, enforce Lenders. Such payments shall be made on the Lien in date this Credit Agreement is executed by the Collateral, sell or otherwise realize upon the Collateral, Borrower 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)thereafter on demand. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower agrees that it shall indemnify Lender the Administrative Agent and the Lenders from and hold them harmless 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. 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 Program Documentsprovision of this Credit Agreement. Any The obligations of the foregoing to Borrower under this Section shall survive 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 termination of this Credit Agreement and the negotiation and preparation payment of the initial Program Documents and the closing of the ProgramLoans.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Documentation Agent in connection with, or arising out of, the performance of due diligence, 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, any Real Property Asset or any Fundamental Document, 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 or the transactions contemplated hereby, and the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Agents and Xxxxxx, Del Genio, Xxxxx & Co., LLP, financial advisors to Xxxxxx, Xxxxx & Bockius LLP and any other counsel that either of the Agents shall retain, (includingb) all reasonable out-of-pocket expenses incurred by the individual members of the steering committee in connection with, without limitationor 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 attorney and paralegal fees and out-of-pocket expenses of Lenderincurred by the Administrative Agent, recording coststhe Issuing Bank, recording the Documentation Agent or intangible taxes, and title insurance, if anyany Lender in the enforcement or protection (as distinguished from administration) of Lender incurred 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 Loans 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 Agents, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter shall be due upon receipt of invoices but payable no later than thirty (30) days after receipt. The Borrower agrees that it shall indemnify the Administrative Agent, the Documentation Agent, the Issuing Bank and the other Program Documents, including, without limitation, (i) all costs, fees, Lenders from and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless against any transfer taxes, documentary taxes, assessments, assessments or charges made by any U.S. Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents and Borrower under this Section shall survive the closing Bank Credit Termination Date, the termination of this Credit Agreement, the payment of the ProgramLoans and/or the expiration of the Letters of Credit.

Expenses; Documentary Taxes. Purchaser shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable documented attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements Financing Statements (including, without limitation, any release thereof), (ii) 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 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 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 ’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 Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with, or arising out of, the performance of due diligence, 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, any Mortgaged Property or any Fundamental Document, 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 or the transactions contemplated hereby, and the reasonable fees and disbursements of Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent, and any other counsel that the Administrative Agent shall retain, and (includingb) if an Event of Default occurs, without limitationand subject to Section 11.11, all reasonable attorney and paralegal fees and out-of-pocket expenses of Lenderincurred by the Administrative Agent, recording coststhe Issuing Bank or any Lender in the enforcement, recording protection, workout or intangible taxes, and title insurance, if anyrestructuring (as distinguished from administration) of Lender incurred the rights and remedies of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing Letters of all Lien searches and financing statements (including, without limitationCredit, any release thereof)notes evidencing the Loans hereunder, (ii) 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 Mortgaged Properties 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 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 as a result of any Program Document transaction, action or to defend non-action arising from any claim made or threatened against Lender arising out of the transactions contemplated hereby foregoing, including but not limited to, the reasonable fees and disbursements of any counsel for the Administrative Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter shall be due upon receipt of invoices but payable no later than thirty (including, without limitation, preparations for and consultations concerning any such matters)30) days after receipt. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower agrees that it shall indemnify Lender the Administrative Agent, BAS, the Issuing Bank and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments, assessments or charges made by any U.S. Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 12.4 shall survive the termination of this Credit Agreement and the closing Commitments hereunder, the payment of the ProgramObligations and the expiration, termination, cancellation and/or full cash collateralization of the 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 Credit Party in connection with the filing, recordation or perfection of the 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. Purchaser The Borrowers shall pay (a) all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Agent and the Arranger, recording costs, recording or intangible taxes, taxes and title insurance, if any) of Lender the Agent and the Arranger incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all reasonable costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all Lien searches equipment appraisals, audit reports and field examinations (except as expressly limited by SECTION 5.29), lien searches, UCC-1 financing statements (including, without limitation, any release thereof), the Mortgages, the Real Property Documentation, and other due diligence, including due diligence with respect to the acquisition of the ACS Business (ii) all reasonable fees and disbursements of special counsel for the Agent in connection with the foregoing, (iii) all reasonable costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or 113 consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser any Borrower or any Guarantor hereunder or under this Agreement that Purchaser any Borrower fails to pay or take; (iv) costs and expenses of preserving and protecting the Collateraltake as required under this Agreement; and (b) during the existence of an Event of Default, reasonable costs and expenses (including reasonable attorney and paralegal fees and expensesexpenses of special counsel for the Agent and the Lenders and reasonable costs and expenses of financial consultants) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, preserve and protect the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Credit Document or to defend any claim made or threatened against Lender the Agent or Arranger or any of the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser or any other PersonBorrower. In the event Purchaser any Borrower or any Guarantor 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, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrowers shall indemnify the Agent, the Arranger and each 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable out-of-pocket expenses incurred by the Administrative Agent or 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, the issuance of the Letters of Credit, the Collateral, the Pledged Securities or any Fundamental Document, 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 Mxxxxx, Xxxxx & Bxxxxxx, LLP, counsel for the Administrative Agent and any other local counsel that the Administrative Agent shall retain, and (including, without limitation, ii) all reasonable attorney and paralegal fees and out-of-pocket expenses of Lender, recording costs, recording incurred by the Administrative Agent or intangible taxes, and title insurance, if anythe Lenders in the enforcement or protection (as distinguished from administration) of Lender incurred the rights and remedies of the Lenders in connection with this Agreement and Credit Agreement, the Notes, the Letters of Credit or the other Program Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including, without limitationbut not limited to, (i) all coststhe fees and disbursements of any counsel for the Administrative Agent or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter on demand. The Borrower agrees that it shall indemnify the Administrative Agent, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement Issuing Bank and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program DocumentsNotes or the issuance of any Letters of Credit. Any The obligations of the foregoing to Borrower under this Section shall survive the contrary notwithstandingtermination of this Credit Agreement, 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 payment of the initial Program Documents Loans and the closing expiration of the ProgramLetters of Credit.

Expenses; Documentary Taxes. Purchaser The Borrower shall pay (ai) all out-of-pocket expenses (includingof the Agent, without limitation, all reasonable attorney and paralegal including fees and expenses disbursements of Lenderspecial counsel for the Agent, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery preparation of this Agreement and the other Program Loan Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (iiiii) sums paid or if a Default occurs, all out-of-pocket expenses incurred to pay for any amount or to take any action required by the Agent and the Banks, including reasonable fees and disbursements of Purchaser hereunder or under counsel, in connection with such Default and collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement that Purchaser fails to pay or take; (iv) costs and expenses of preserving and protecting the 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)other Loan Documents. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower shall indemnify Lender the Agent and each Bank 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 Agreement or the other Program DocumentsLoan Documents ("Other Taxes"). Any The Borrower hereby acknowledges that the 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 foregoing Bank Financial Consultant promptly upon receipt of statements. The 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 Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral, and if an outside field auditor is used instead of the Agent's personnel to conduct such review and other examination, the contrary notwithstandingBorrower shall pay the reasonable fees and expenses of such outside field auditor; provided, Lender agrees however, that Purchaser except during the existence of an Event of Default, the Borrower shall have no obligation not be obligated to reimburse Lender pay for fees and expenses of a field examination more than $35,000 for Lender's counsel's legal fees arising from once in any 12 consecutive month period. In addition, the negotiation Agent may obtain, at the sole cost and preparation expense of the initial Program Documents Borrower, appraisals of all or any part of the Collateral of the Borrower and the closing 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 Programreal property described in any particular Mortgage, or for more one appraisal for any other particular type of Collateral, in any 12 consecutive month period.

Expenses; Documentary Taxes. Purchaser The Borrower shall pay (ai) all out-of-pocket expenses (includingof the Agent, without limitation, all reasonable attorney and paralegal including fees and expenses disbursements of Lenderspecial counsel for the Agent, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery preparation of this Agreement and the other Program Loan Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (iiiii) sums paid or if a Default occurs, all out-of-pocket expenses incurred to pay for any amount or to take any action required by the Agent and the Banks, including fees and disbursements of Purchaser hereunder or under counsel, in connection with such Default and collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement that Purchaser fails to pay or take; (iv) costs and expenses of preserving and protecting the 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)other Loan Documents. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower shall indemnify Lender the Agent and each Banks 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 Agreement or the other Program DocumentsLoan Documents ("Other Taxes"). Any The Borrower hereby acknowledges that the 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 foregoing Bank Financial Consultant promptly upon receipt of statements; 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 contrary notwithstandingprior consent of the Borrower. The Borrower shall pay the Agent's standard charges for, Lender agrees and the fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral, and if an outside field auditor is used instead of the Agent's personnel to conduct such review and other examination, the Borrower shall pay the reasonable fees and expenses of such outside field auditor; provided, however, that Purchaser except during the existence of an Event of Default, the Borrower shall have no obligation not be obligated to reimburse Lender pay for fees and expenses of a field examination more than $35,000 for Lender's counsel's legal fees arising from the negotiation and preparation of the initial Program Documents and the closing of the Programonce in any 12 consecutive month period.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses (includingincurred by the Administrative Agent, without limitationthe other Agents, all reasonable attorney and paralegal fees and expenses the Issuing Bank and/or the other members of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred the steering committee in connection with this Agreement and with, or arising out of, the other Program Documentsperformance of due diligence, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtainingnegotiation, preparation, execution, delivery, waiver or filing modification and administration of all Lien searches this Credit Agreement and financing statements (includingany other documentation contemplated hereby, without limitationthe Loans and the issuance of the Letters of Credit, the Collateral, any release thereof)Real Property Asset or any Loan Document, (ii) all including but not limited to, the reasonable out-of-pocket, costs and fees incurred internally allocated charges of legal counsel or audit or field examinations of the Administrative Agent, the other Agents or the other members of the steering committee in connection with the preparation, negotiationnegotiation and administration of this Credit Agreement, administrationthe verification of financial data or the transactions contemplated hereby, and execution the reasonable fees and delivery disbursements of this Agreement and Clifford Chance US LLP, counsel for the other Program DocumentsAdministrative Agent, Shearmxx & Xxxrling, counsel to the Co-Documentation Agents, Simpson Thacher & Bartlett, counsel to the Syndication Agent, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunderHaxxxx xxx Xxxxx, (iii) sums paid or incurred LLX, xxxxxel to pay for any amount or Credit Lyonnais New York Branch, axx XXX, finxxxxxl advisors 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 Collateral; and Clifford Chance US LLP, (b) all reasonable out-of-pocket expenses inxxxxxx xy any 125 Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (c) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any of the other Agents, any Issuing Bank or any Lender in connection with the enforcement or protection (as distinguished from administration) of its rights and remedies (or the rights and remedies of the Agents, the Issuing Bank, the Lenders or the other Secured Parties) in connection with this Credit Agreement, the other Loan Documents, the Letters of Credit, the Loans or any Notes hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, incurred during any workout, restructuring or negotiations in respect of the existence Loans or Letters of an Event of DefaultCredit, costs and expenses (including reasonable attorney and paralegal but not limited to, the fees and expenses) paid or incurred to obtain payment disbursements of any counsel for any of the ObligationsAgents, enforce the Lien in the Collateral, sell any Issuing Bank 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)Lenders. Such payments shall be made on demand. 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower agrees that it shall indemnify Lender the Administrative Agent, the other Agents, the Issuing Banks and the Lenders from and hold them harmless against any transfer documentary, transfer, stamp, excise, property or similar taxes, documentary taxes, assessments, assessments or charges made by any Governmental Body or Authority by reason of any payment made by or on behalf of the execution and Borrower or other Loan Party under the Credit Agreement or other Loan Documents or the execution, filing, recording, performance, release, discharge, amendment, enforcement and/or delivery of this Credit Agreement or any Notes hereunder or the issuance of Letters of Credit or any other Program DocumentsLoan Document. Any The obligations of the foregoing to Borrower under this Section shall survive the contrary notwithstandingBank Credit Termination Date, 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 termination of this Credit Agreement, the payment of the initial Program Documents and Loans, the closing expiration or termination of the ProgramLetters of Credit and/or the termination of any Lender Hedging Agreement.

Expenses; Documentary Taxes. Purchaser shall pay The Company agrees (a) to pay or reimburse the Administrative Agent for all of its out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees costs and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Program DocumentsLoan Documents and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, (i) all costs, fees, the fees and taxes pertaining disbursements of counsel to the obtainingAdministrative Agent, preparation(b) to pay or reimburse each Bank and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, or filing of all Lien searches the other Loan Documents and financing statements (any such other documents, including, without limitation, any release thereof)fees and disbursements of counsel to the Administrative Agent and to the several Banks, (iic) to pay, indemnify, and to hold each Bank and the Administrative Agent harmless from, any and all costs recording and filing fees incurred and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the preparation, negotiation, administration, and execution and delivery of, or consummation of this Agreement and any of the other Program Documentstransactions contemplated by, and or any amendment, supplement or modification of, or any waiver or consent hereunder under or thereunder or in respect of, this Agreement, the other Loan Documents and any amendment hereof or thereof or any Default or alleged Default hereunder or thereundersuch other documents, (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 Collateral; and (bd) during the existence of an Event of Defaultto pay, 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 Collateralindemnify, and otherwise enforce hold each Bank and the provisions hereof or of Administrative Agent harmless from and against 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 feesother liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and charges provided for herein administration of this Agreement, the other Loan Documents and any such other documents (including, without limitation, reasonable attorneys' fees actually incurredall the foregoing in this clause (d), all to collectively, the extent allowed by "indemnified liabilities"), PROVIDED, that the Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the foregoing to the contrary notwithstanding, Lender agrees that Purchaser Company shall have no obligation hereunder to reimburse Lender more than $35,000 for Lender's counsel's legal fees the Administrative Agent or any Bank with respect to indemnified liabilities arising from the negotiation and preparation gross negligence or willful misconduct of the initial Program Documents and Administrative Agent or such Bank, as the closing case may be. The agreements in this Section shall survive the payment of the ProgramLoans and all other amounts payable hereunder.

Expenses; Documentary Taxes. Purchaser Borrower shall pay or reimburse (a) all out-of-pocket expenses expenses, disbursements and advances (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderexpenses, recording costs, recording or intangible taxes, and title insurance, if any) of Lender the Agent reasonably incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements Financing Statements (including, without limitation, any release thereof), (ii) 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 consent hereunder or thereunder or any amendment hereof or thereof or any Default Termination Event or alleged Default Termination Event hereunder or thereunder, (iiiii) sums paid or incurred to pay for any amount or to take any action required of Purchaser Borrower hereunder or under this Agreement any other Program Document that Purchaser Borrower fails to pay or take; and (iviii) in connection with a Termination Event, the reasonably documented costs (an invoice shall be sufficient documentation) and expenses of preserving and protecting the Collateral; and (b) during the existence of an Event of Defaulta Termination Event, all costs and expenses (including reasonable out-of-pocket attorney and paralegal fees and expenses) paid or reasonably 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 Borrower or any other Person. In the event Purchaser Borrower becomes a debtor under the Bankruptcy Code, the Agent’s and each Lender's ’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’ fees), all to the extent allowed by the Bankruptcy Code. Purchaser Borrower shall indemnify the Agent and each Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any The obligations of the foregoing to Borrower hereunder shall survive 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 termination of the initial Program Documents and the closing of the Programthis Agreement.

Expenses; Documentary Taxes. Purchaser shall pay The Borrower and the Guarantors hereby jointly and severally agree (a) to pay or reimburse the Administrative Agent and the Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members, but 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 in connection with this Agreement due diligence) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Program DocumentsLoan Documents the Exchange Note, the Exchange Note Indenture and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, (i) all costs, fees, the reasonable fees and taxes pertaining disbursements of a single counsel to the obtainingAdministrative Agent (in addition to any local counsel), preparation(b) to pay or reimburse each Lender, the Administrative Agent and each of the Arrangers for all their costs and expenses incurred in connection with the enforcement or filing preservation of all Lien searches any rights under this Agreement, the other Loan Documents, the Exchange Notes, the Exchange Note Indenture and financing statements (any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, and (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any release thereof)and all recording and filing fees and any and all liabilities with respect to, (ii) all costs or resulting from any delay in paying, stamp, excise and fees incurred other taxes, if any, which may be payable or determined to be payable in connection with the preparation, negotiation, administration, and execution and delivery of, or consummation or administration of this Agreement and any of the other Program Documentstransactions contemplated by, and or any amendment, supplement or modification of, or any waiver or consent hereunder under or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunderin respect of, (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 Agreement, other Loan Documents, the Exchange Notes and expenses of preserving the Exchange Note Indenture and protecting the 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 other documents; provided, that such amounts shall not only 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 attorneys' fees actually incurred), all payable to the extent allowed that they are not due and payable by the Bankruptcy Code. Purchaser shall indemnify Lender against Borrower under any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the Programprovision herein.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with, or arising out of, the performance of due diligence, 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 Real Property Asset or any Fundamental 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 and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data or the transactions contemplated hereby and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Agents, and any other xxxxxxx xxxx any xx xxx Agents shall retain, (includingb) the reasonable fees and disbursements of King & Spalding, without limitation, counsel for certain of the Lenders and (c) all reasonable attorney out-of-pocket expenses incurred by the Agents, the Issuing Bank, any Lender and paralegal fees and expenses of Lender, recording costs, recording any other Secured Party in the enforcement or intangible taxes, and title insurance, if anyprotection (as distinguished from administration) of Lender incurred the rights and remedies of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, includingthe Note Agreement, without limitationthe A-Advanced Guaranty, (i) all coststhe Subordinated Security Agreement, fees, and taxes pertaining to the obtaining, preparationLetters of Credit or any notes evidencing the Loans hereunder, or filing as a result of all Lien searches any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and financing statements (including, without limitation, disbursements of any release thereof), (ii) 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 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 counsel 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 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 ObligationsAgents, enforce the Lien in Issuing Bank, 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 Lenders or any other PersonSecured Party. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case Such payments shall include interest be made on the Obligations date this Credit Agreement is executed by the Borrower and all fees, costs, and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all thereafter on demand pursuant to a written invoice delivered to the extent allowed by Borrower at the Bankruptcy Codenotice address set forth herein. Purchaser The Borrower agrees that it shall indemnify Lender the Agents, the Issuing Bank, the Lenders and any other Secured Parties from and hold them harmless 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 other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the closing payment of the ProgramLoans and/or the expiration of the Letters of Credit.

Expenses; Documentary Taxes. Purchaser The Borrowers shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderthe Administrative Agent, recording costs, recording or intangible taxes, taxes and title insurance, if any) of Lender the Administrative Agent incurred in connection with the of this Agreement and the other Program Loan Documents, including, without limitation, (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all equipment appraisals, Lien searches and searches, the filing of financing statements statements, the Mortgages, or any other similar document or filing (including, without limitation, any release thereof), the Real Property Documentation, (ii) all fees and disbursements of special counsel for the Lenders and the Administrative Agent, (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Loan Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Parent or any other Subsidiary hereunder or under this Agreement that Purchaser any such Person fails to pay or take; (ivv) costs and expenses of preserving and protecting the 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 Loan Document or to defend any claim made or threatened against Lender the Administrative Agent, the Collateral Agent, or any of the Lenders 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 Loan Document regarding costs and expenses to be paid by Purchaser or any other Personthe Borrowers. In the event Purchaser any Borrower becomes a debtor under the Bankruptcy Code, the Administrative Agent's and each Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrowers shall indemnify the Administrative Agent and each 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 Agreement or the other Program Loan Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser 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 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (including, without limitation, b) all reasonable attorney and paralegal fees and out-of-pocket expenses of Lenderincurred by the Administrative Agent, recording coststhe Canadian Agent, recording the Issuing Bank or intangible taxes, and title insurance, if anythe Lenders in the enforcement or protection (as distinguished from administration) of Lender incurred 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 other Program Documents, including, without limitation, (i) all costs, fees, Lenders from and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program Documents. Any Notes or the issuance of the 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 Letters of Credit. The obligations of the initial Program Documents and Borrowers under this Section shall survive the closing termination of this Credit Agreement, the payment of the ProgramLoans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses (incurred by the Agent or 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 or any Fundamental Document, including, without limitationbut not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the 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 Xxxxxx, Xxxxx & Bockius LLP, counsel for the Agent and the Issuing Bank, and any other counsel that the Agent or the Issuing Bank shall retain, and (b) all reasonable attorney out-of-pocket expenses incurred by the Agent, the Issuing Bank or the Lenders in the enforcement or protection of the rights and paralegal fees and expenses remedies of Lenderthe Agent, recording costs, recording the Issuing Bank or intangible taxes, and title insurance, if any) of Lender incurred the Lenders in connection with this Agreement and Credit Agreement, the other Program 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, without limitationbut not limited to, (i) all coststhe reasonable fees and disbursements of any counsel for the Agent, feesthe Issuing Bank or the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter on demand. The Borrower agrees that it shall indemnify the Agent, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administration, and execution and delivery of this Agreement Issuing Bank and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program Documents. Any Fundamental Documents or the issuance of the 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 Letters of Credit. The obligations of the initial Program Documents Borrower under this Section shall survive the termination of this Credit Agreement, the payment of the Loans and the closing expiration of the Programall Letters of Credit.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower and the Guarantors jointly and severally agree to pay (a) all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent, their business and legal advisors (including, without limitation, all including but not limited to the reasonable attorney and paralegal fees and expenses disbursements of Lender, recording costs, recording or intangible taxes, and title insurance, if anylegal counsel) of Lender incurred in connection with this Agreement and the other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the preparation, negotiation, administrationexecution, delivery and execution and delivery administration of this Agreement Agreement, the Notes and the other Program Loan Documents, the making of the Loans and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunderthe issuance of the Letters of Credit, (iii) sums paid or incurred to pay for any amount or to take any action required the syndication of Purchaser hereunder or under this Agreement that Purchaser fails to pay or take; (iv) costs the transactions contemplated hereby, the reasonable costs, fees and expenses of preserving the Administrative Agent, the Managing Agent and protecting the Collateral; Collateral Agent (including but not limited to the reasonable fees and disbursements of internal and third-party consultants and auditors) in connection with (i)(a) their periodic field examinations, (b) audits and (c) collateral (including lease) appraisals, provided, that, with respect to any such field examinations, audits and appraisals conducted after the Closing Date, the Borrower shall not be required to reimburse the Administrative Agent or the Collateral Agent for more than three (3) field examinations and audits, three (3) inventory appraisals and three (3) lease appraisals in any year (subject at all times after the Closing Date to an aggregate yearly cap of $180,000), provided, further, that during the existence of an Event of Default, costs the Borrower and expenses the Guarantors shall pay for all field examinations and audits, inventory appraisals and lease appraisals conducted by the Administrative Agent, the Managing Agent or the Collateral Agent, without cost limitation; (including reasonable attorney ii) monitoring and paralegal fees and expenses) paid or incurred to obtain payment valuation 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 collateral (including, without limitation, preparations Inventory and Receivables) and (iii) reasonable syndication expenses of the Administrative Agent, and all reasonable out-of-pocket expenses incurred by the Lenders, the Issuing Bank, the Collateral Agent, the Managing Agent and the Administrative Agent in the enforcement or protection of the rights of any one or more of the Lenders, the Issuing Bank, the Collateral Agent, the Managing Agent, or the Administrative Agent in connection with this Agreement, the Notes or the other Loan Documents, including but not limited to the reasonable fees and disbursements of any counsel for the Lenders, the Issuing Bank, the Collateral Agent, the Managing Agent, or the Administrative Agent. Such payments shall be made on the date of entry of the Order and consultations concerning any such matters)thereafter on demand. The foregoing obligations of the Borrower and the Guarantors under this Section 10.05 shall not be construed survive the termination of this Agreement and/or the payment of the Loans and/or the reimbursement of the Letters of Credit. The fees and expenses payable hereunder are in addition to limit those payable to the Collateral Agent under the Security Agreement and by the Borrower or the Guarantors under 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 Loan Documents (including, without limitation, reasonable attorneys' fees actually incurredthe Fee Letter), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender against any transfer taxes, documentary taxes, assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Agreement or the other Program Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses (includingincurred by the Lender in connection with performance of due diligence by the Lender in connection with the transactions hereby contemplated and the preparation, without limitationexecution, all 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 Letters of Credit, including but not limited to any internally allocated audit costs, the reasonable attorney fees and paralegal disbursements of Morgan, Lewis & Bockius LLP, counsel for the Lender and any other cxxxxxx xxxx xhe Xxxxxx shall retain, reasonable fees and 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, recording costs, recording the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Lender in the enforcement or intangible taxes, and title insurance, if any) protection of the rights of the Lender incurred in connection with this Agreement and Credit Agreement, the other Program Documents, including, without limitation, (i) all costs, feesNote or the Letters of Credit, and taxes pertaining with respect to any action which may be instituted by any Person other than the Credit Parties against the Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from the foregoing, including but not limited to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 disbursements of any Program Document or to defend any claim made or threatened against counsel for the Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning but excluding 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 attorneys' fees actually incurred), all to the extent allowed incurred by reason of the Bankruptcy Codegross negligence or wilful misconduct of the Lender). Purchaser Such payments shall be made on demand after the date of execution of this Credit Agreement. The Borrower agrees that it shall indemnify the Lender from and hold it harmless 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 Agreement Credit Agreement, the Note or the other Program Documentsissuance of Letters of Credit. Any The obligations of the foregoing to Borrower under this Section 11.4 shall survive 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 termination of this Credit Agreement and/or the negotiation and preparation payment of the initial Program Documents and Loans and/or the closing expiration of the ProgramLetters of Credit.

Expenses; Documentary Taxes. Purchaser 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 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent and the Issuing Bank and any other counsel that the Administrative Agent or the Issuing Bank shall retain, and (including, without limitation, b) all reasonable attorney and paralegal fees and out-of-pocket expenses of Lenderincurred by the Administrative Agent, recording costs, recording the Issuing Bank or intangible taxes, and title insurance, if anythe Group Lenders in the enforcement or protection (as distinguished from administration) of Lender incurred 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 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 Issuing Bank and the other Program Documents, including, without limitation, (i) all costs, fees, Group Lenders from and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) 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 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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 other Program Documents. Any Notes or the issuance of the 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 Letters of Credit. The obligations of the initial Program Documents and Borrowers under this Section shall survive the closing termination of this Credit Agreement, the payment of the ProgramLoans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Issuing Bank in connection with, or arising out of, the performance of due diligence, 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 Real Property Asset or any Fundamental 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 or the transactions contemplated hereby, and the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent, and any other counsel that the Administrative Agent shall retain and (including, without limitation, b) all reasonable attorney out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank, any Lender and paralegal fees and expenses of Lender, recording costs, recording any other Secured Party in the enforcement or intangible taxes, and title insurance, if anyprotection (as distinguished from administration) of Lender incurred the rights and remedies of the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparationLetters of Credit or any notes evidencing the Loans hereunder, or filing as a result of all Lien searches any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and financing statements (including, without limitation, disbursements of any release thereof), (ii) 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 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 counsel 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 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 ObligationsAdministrative Agent, enforce the Lien in Issuing Bank, 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 Lenders or any other PersonSecured Party. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case Such payments shall include interest be made 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 date this Credit Agreement is executed by the Bankruptcy CodeBorrower and thereafter on demand. Purchaser The Borrower agrees that it shall indemnify Lender the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Parties from and hold them harmless 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 other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the closing payment of the ProgramLoans and/or the expiration of the Letters of Credit.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Issuing Bank in connection with, or arising out of, the performance of due diligence, 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 Real Property Asset or any Fundamental 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 and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Agents, and any other coxxxxx xxxx xxe Axxxxx xhall retain and (including, without limitation, b) all reasonable attorney out-of-pocket expenses incurred by the Agents, the Issuing Bank, any Lender and paralegal fees and expenses of Lender, recording costs, recording any other Secured Party in the enforcement or intangible taxes, and title insurance, if anyprotection (as distinguished from administration) of Lender incurred the rights and remedies of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparationLetters of Credit or any notes evidencing the Loans hereunder, or filing as a result of all Lien searches any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and financing statements (including, without limitation, disbursements of any release thereof), (ii) 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 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 counsel 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 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 ObligationsAgents, enforce the Lien in Issuing Bank, 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 Lenders or any other PersonSecured Party. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case Such payments shall include interest be made 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 date this Credit Agreement is executed by the Bankruptcy CodeBorrower and thereafter on demand. Purchaser The Borrower agrees that it shall indemnify Lender the Agents, the Issuing Bank, the Lenders and any other Secured Parties from and hold them harmless 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 other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the closing payment of the ProgramLoans and/or the expiration of the Letters of Credit.

Expenses; Documentary Taxes. Purchaser The Borrower shall pay (a) all out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lenderexpenses, recording costs, recording or intangible taxes, costs of the Agents and title insurance, if any) of Lender the Issuers incurred in connection with this Agreement and the other Program Credit Documents, including, without limitation, (i) all costs, fees, fees and taxes pertaining to the obtaining, preparation, preparation or filing of all equipment appraisals, Lien searches and Searches, UCC-1 financing statements (including, without limitation, any release thereof), recording or intangible taxes (ii) all fees and disbursements of special counsel for the Lenders, the Agents, and the Issuers, (iii) all costs and fees incurred in connection with the preparation, negotiation, administration, administration and execution and delivery of this Agreement and the other Program Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iiiiv) sums paid or incurred to pay for any amount or to take any action required of Purchaser the Borrower hereunder or under this Agreement that Purchaser the Borrower fails to pay or take; (ivv) costs and expenses of preserving and protecting the Collateral; and (b) during the existence of an Event of Default, Default all costs and expenses of the Agents, the Issuers and the Lenders (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 Credit Document or to defend any claim made or threatened against Lender any of the Agents, the Issuers or the Lenders 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 Credit Document regarding costs and expenses to be paid by Purchaser the Borrower or any other PersonSubsidiary. In the event Purchaser that the Borrower or any Subsidiary Guarantor becomes a debtor under the Bankruptcy Code, each Agent's, each Issuer's and each Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser The Borrower shall indemnify Lender the Agents, the Issuers, and the Lenders 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 Agreement or the other Program Credit Documents. Any of the 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 initial Program Documents and the closing of the Program.

Expenses; Documentary Taxes. Purchaser 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 Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Arranger in connection with, or growing out of, the performance of due diligence, the syndication of the credit 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, the Pledged Securities or any Fundamental Document, 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 Agreement (includingprovided that so long as no Event of Default shall have occurred and be continuing, without limitationthe Credit Parties shall not be responsible for the cost of more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel for the Administrative Agent and if necessary, one other local counsel per jurisdiction that the Administrative Agent shall retain, and (ii) all reasonable attorney and paralegal fees and documented out-of-pocket expenses of Lender, recording costs, recording incurred by the Administrative Agent or intangible taxes, and title insurance, if anythe Lenders in the enforcement or protection (as distinguished from administration) of Lender incurred the rights and remedies of the Lenders in connection with this Agreement and Credit Agreement, the Notes, or the other Program Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including, without limitation, (i) all costs, fees, the fees and taxes pertaining to disbursements of a single counsel for the obtaining, preparation, Administrative Agent or filing of all Lien searches the Lenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with thereafter on demand. The Borrower agrees that it shall indemnify the preparation, negotiation, administration, and execution and delivery of this Agreement Administrative Agent and the other Program Documents, Lenders from 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 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 attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. Purchaser shall indemnify Lender hold them harmless 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. 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 Program Documentsprovision of this Credit Agreement. Any The obligations of the foregoing to Borrower under this Section shall survive the contrary notwithstandingtermination of this Credit Agreement, 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 payment of the initial Program Documents and the closing of the ProgramLoans.

Expenses; Documentary Taxes. Purchaser Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent and the Issuing Bank in connection with, or arising out of, the performance of due diligence, 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 Real Property Asset or any Fundamental 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 and the Issuing Bank connection with the administration of this Credit Agreement, the verification of financial data or the transactions contemplated hereby, and the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Agents, and any other cxxxxxx xxxx xny xx xxx Agents shall retain and (including, without limitation, b) all reasonable attorney out-of-pocket expenses incurred by the Agents, the Issuing Bank, any Lender and paralegal fees and expenses of Lender, recording costs, recording any other Secured Party in the enforcement or intangible taxes, and title insurance, if anyprotection (as distinguished from administration) of Lender incurred the rights and remedies of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Agreement and Credit Agreement, the other Program Fundamental Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparationLetters of Credit or any notes evidencing the Loans hereunder, or filing as a result of all Lien searches any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and financing statements (including, without limitation, disbursements of any release thereof), (ii) 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 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 counsel 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 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 ObligationsAgents, enforce the Lien in Issuing Bank, 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 Lenders or any other PersonSecured Party. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case Such payments shall include interest be made 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 date this Credit Agreement is executed by the Bankruptcy CodeBorrower and thereafter on demand. Purchaser The Borrower agrees that it shall indemnify Lender the Agents, the Issuing Bank, the Lenders and any other Secured Parties from and hold them harmless 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 other Program Documents. Any any notes evidencing any of the foregoing to Loans hereunder or 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 issuance of Letters of Credit. The obligations of the initial Program Documents Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the closing payment of the ProgramLoans and/or the expiration of the Letters of Credit.