Common use of Expenses; Documentary Taxes Clause in Contracts

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

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

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

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

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

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

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

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

Expenses; Documentary Taxes. Whether or not any Loans are made or Letters of Credit are issued or any other transactions contemplated by the transactions hereby contemplated Credit Documents shall be consummated, the Borrowers agree to Borrower shall pay (a) on demand all reasonable "out-of-pocket pocket" expenses incurred by of the Administrative Agent, the Collateral Agent or JPMorgan Securities Inc. and the Lenders in connection with, or growing out of, with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, executionand, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, in 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 case of the Administrative Agent in connection with and the administration Collateral Agent, the administration, of this Credit Agreement, the verification of financial data Agreement and the transactions contemplated hereby, and other Credit Documents (including the reasonable collateral monitoring and field examination fees and disbursements of Morganthe Collateral Agent), Lewis & Bockius LLPany waiver or consent hereunder or thereunder, counsel for the Administrative Agent and xxx Xxxxxxx Banx xxx xny other counsel that the Administrative Agent any amendment or the Issuing Bank shall retain, and (b) all reasonable out-of-pocket expenses modification hereof or thereof or incurred by the Administrative Agent, the Canadian Collateral Agent, the Issuing Letter of Credit Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders any Lender in connection with this Credit Agreementany Default or alleged Default hereunder and the protection, maintenance and preservation of the Collateral including, without limitation, reasonable fees and disbursements of counsel (including, without limitation, the other Fundamental Documentsallocated costs of in-house counsel), accountants and financial advisors and including specifically ZR&G, Emxxx, Xxxxxx & Maxxxx LLP, special real estate counsel and any local real estate counsel for the Letters of Credit Administrative Agent and the Collateral Agent and Ernst & Young LLP, financial advisors to ZR&G and, in connection with any such amendment, modification or the Notes, waiver or as a result of any transaction, action such enforcement or non-action arising from any of the foregoing, including but not limited toprotection, the reasonable fees and disbursements of the Letter of Credit Bank and any counsel for Lender. The Borrower shall indemnify and hold harmless the Administrative Agent, the Canadian Collateral Agent, the Issuing Bank or the Lenders. Such payments shall be made on the date this Letter of Credit Agreement is executed by the Borrowers and thereafter on demand. The Borrowers agree that they shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders from and hold them harmless each Lender against any transfer taxes, excise taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or any other Credit Document, any modifications thereof or in connection with the issuance Collateral. Without limiting the foregoing, the provisions of this Section 11.3 shall survive the payment and performance of the Letters of Credit. The obligations of the Borrowers under this Section shall survive Bank Obligations and the termination of this Credit Agreement, and the payment agreements contained in Section 11.3 of the Loans and/or Existing Credit Agreement shall continue in full force and effect as to the expiration of any Letter of Creditmatters covered thereby.

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

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

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

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

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

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

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

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

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

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

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

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

Expenses; Documentary Taxes. Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree Borrower agrees to pay (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent or JPMorgan Securities Inc. Lender in connection with, or growing out of, with the performance of due diligence, transactions hereby contemplated and 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 Note and the making of the Loans and the issuance of the Letters of Credit, the Collateral, the Pledged Securities, any Fundamental Document or any Completion Guaranty for an item of ProductLoan, including but not limited toto any internally allocated audit costs, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, and the reasonable fees and disbursements of MorganXxxxxx, Lewis Xxxxx & Bockius Xxxxxxx LLP, counsel for the Administrative Agent Lender, and xxx Xxxxxxx Banx xxx xny any other counsel that the Administrative Agent or the Issuing Bank Lender shall retain, fees and (b) expenses of technical or other consultants engaged by the Lender to the extent previously approved by the Borrower. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies of the Issuing Bank or the Lenders Lender in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Agreement or the NotesNote, and with respect to any action which may be instituted by any Person against the Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of any counsel for the Administrative Agent, the Canadian Agent, the Issuing Bank or the LendersLender. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrowers and thereafter on demandAgreement. The Borrowers agree Borrower agrees that they it shall indemnify the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender from and hold them it harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of CreditNote. The obligations of the Borrowers Borrower under this Section 7.4 shall survive the termination of this Credit Agreement, Agreement and/or the payment of the Loans and/or the expiration of any Letter of CreditLoan.

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