Common use of Expenses Etc Clause in Contracts

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents for: (a) all Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents (transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunderAdministrative Agent, (ii) the syndication of the Commitments to reimburse each Bank and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred in connection with the enforcement or preservation of each of any rights under this Agreement with respect to such Borrower, the Lenders Notes, and each of the Agents (any such other documents, including, without limitation, the reasonable fees and expenses disbursements of legal counselcounsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any 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 taxes, if any, which may be payable or determined to be payable in connection with (i) any Default the execution and any enforcement delivery of, or collection proceedings resulting therefrom, including, without limitation, all manner consummation or administration of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other document referred documents with respect to herein or therein such Borrower, and all reasonable (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, taxes, assessments and other charges incurred out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any filingNotes, registrationand any such other documents (all the foregoing in this clause (iv), recording collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or perfection any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any security interest contemplated representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Loan Document Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment. (b) Notwithstanding any other document referred provision in this Agreement to thereinthe contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to SECTION 11.3(A) hereto is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (pro rata based on their respective Net Asset Values). To the extent any such obligation to reimburse or indemnify any Indemnified Party is attributable to one or more Borrowers, then such reimbursement or indemnification shall be made ratably by each such Borrower.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Custodial Agent and each of the Agents Securities Intermediary for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Custodial Agent and each of the Agents Securities Intermediary (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner or incurred in connection with causing any Holder of participation in or other involvement with (w) Common Equity Units to satisfy its obligations under the exercise Stock Purchase Contracts forming a part of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Common Equity Units and (ii) the enforcement of this Section 12.3; and 11.07; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and consented to by the Company under Section 9.11 of this Agreement; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties and the exercise of their powers hereunder.

Expenses Etc. The Company Corporation agrees to pay or reimburse each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation or incurred in connection with causing the Trust or other involvement with (w) the exercise of Property Trustee to satisfy its obligations under the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up Stock Purchase Contracts or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.3; and 12.06; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and (except in the case of legal counsel) consented to by the Corporation under Section 10.11; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees Borrowers jointly and severally agree to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed Xxxxxx Xxxxxx & GesmerXxxxxxx LLP, special New York counsel to FleetJPMCB) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein. The Borrowers hereby jointly and severally agree to indemnify each Agent, each Lender, each of their affiliates and their respective directors, officers, employees, trustees, investment advisors, attorneys and agents (collectively, the “Indemnified Parties”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by any Agent to any Lender, whether or not such Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrowers or any of their Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). No Indemnified Party shall be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred by Agent in connection with the preparation, documentation, administration and expenses of each syndication of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees marketing, printing, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' Loans and Lenders' rights under Section 9.3(fLetter of Credit Liabilities; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Loan Document document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other document referred Loan Document, to thereinprotect Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss. 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to ss. 1129 of the Bankruptcy Code and all other customary out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Past Due Rate on each such amount until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Custodial Agent and each of the Agents Securities Intermediary for: (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Custodial Agent and each of the Agents Securities Intermediary (including, without limitation, the reasonable fees and expenses of legal counsel) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner or incurred in connection with causing any Holder of participation in or other involvement with (w) Units to satisfy its obligations under the exercise Purchase Contracts forming a part of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Units and (ii) the enforcement of this Section 12.310.7; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any Loan Document out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other document referred to thereinreasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx LLP, special New York counsel to Fleetthe Administrative Agent) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Notes and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Notes requested by any Borrower (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company hereby agrees to indemnify the Administrative Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent or any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by either Borrower or any of the Subsidiaries of the Company of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company Borrower agrees to pay or reimburse each on demand of the Lenders and each of Agent the Agents forfollowing: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of BrownXxxxx Xxxxxxx & Xxxx LLP, Rudnick, Freed & Gesmer, special counsel to Fleet) the Agent, or any other legal counsel engaged by the Agent in connection with (i) the negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, the Loans and the issuance of Letters of Credit hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of each counsel to the Agent and of one separate counsel for Lenders other than the Lenders and each of the Agents (includingAgent), without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement, the Letters of Credit or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or Agreement, any Letter of the other Loan Documents Credit or any other document referred to herein or therein and Loan Document; (d) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any other Loan Document Document, and the cost of title insurance for any Mortgage; (e) expenses of due diligence incurred by the Agent prior to or as of the Closing Date. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Agent or any Lender, including the fees, charges and disbursements of any counsel for the Agent and of one separate counsel for Lenders other document referred than the Agent, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (i) appraisals; (ii) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Agent or the internally allocated fees for each Person employed by the Agent with respect to each field examination; (iii) lien and title searches and title insurance; (iv) environmental reviews; (v) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Agent’s Liens; (vi) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (vii) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Company agrees Borrowers agree to pay or reimburse each on demand of the Lenders and each of Administrative Agent the Agents forfollowing: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of BrownXxxxx Lord Xxxxxxx & Xxxxxxx LLP, Rudnick, Freed & Gesmer, special counsel to Fleet) any Administrative Agent, or any other legal counsel engaged by any Agent in connection with (i) the negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, the Loans and the issuance of Letters of Credit hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of counsel to each Agent and of one separate counsel for Lenders other than the Lenders and each of the Agents (includingAgents), without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement, the Letters of Credit or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against any Agent or any Lender by any governmental or revenue authority in respect of this Agreement or Agreement, any Letter of the other Loan Documents Credit or any other document referred to herein or therein and Loan Document; (d) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by any Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any other Loan Document Document, and the cost of title insurance for any Mortgage; (e) expenses of due diligence incurred by any Agent prior to or as of the Closing Date. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrowers shall pay (i) all reasonable, documented out-of-pocket expenses incurred by any Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for such Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Agent in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Agent or any Lender, including the fees, charges and disbursements of any counsel for any Agent and of one separate counsel for Lenders other document referred than the Agents, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (i) appraisals; (ii) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by any Agent or the internally allocated fees for each Person employed by any Agent with respect to each field examination; (iii) lien and title searches and title insurance; (iv) environmental reviews; (v) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue any Agent’s Liens; (vi) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (vii) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation or incurred in connection with causing the Issuer Trust or other involvement with (w) the exercise of Property Trustee to satisfy its obligations under the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up Stock Purchase Contracts or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.3; and 12.06; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes (other than withholding taxes), assessments and, subject to Section 10.01(b) and the last sentence of Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to Obligors shall pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownWinthrop, RudnickStimson, Freed Xxxxxx & GesmerXxxxxxx, special New York counsel to Fleet) the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes and the other Loan Documents documents contemplated by or referred to herein and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement Agreement, the Notes or any of the such other Loan Documents (whether or not consummated)documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the including reasonable counsels' fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement the enforcement, protection, preservation or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' any of their rights under Section 9.3(f) hereofthis Agreement, (x) bankruptcy, insolvency, receivership, foreclosure, winding up the Notes and the other documents contemplated by or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3referred to herein; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or Agreement, any of the other Loan Documents Notes or any other document referred to herein or therein herein. Each Obligor shall (to the fullest extent permitted by applicable law) indemnify the Administrative Agent, the Banks and each affiliate thereof and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all reasonable costslosses, expensesliabilities, taxesclaims or damages to which any of them may become subject, assessments insofar as such losses, liabilities, claims or damages arise out of or in any way relate to or result from any actual or proposed use by any Obligor of the proceeds of any Loan hereunder and/or the negotiation, execution, delivery or performance of this Agreement or the Notes or any Loan made or to be made hereunder or from any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing, and other charges the Obligors shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any filingsuch investigation or proceeding (but excluding any such losses, registrationliabilities, recording claims, damages, or perfection expenses to the extent, but only to the extent, caused by action taken which constitutes the gross negligence or willful misconduct of the Person to be indemnified). If and to the extent that the obligations of any security interest contemplated by Obligor under the preceding sentence may be unenforceable for any Loan Document or any other document reason, such Obligor shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages and expenses referred to thereinabove as may be permitted by applicable law.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of to the Lenders and each of the Agents for: Secured Parties (ai) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions of credit hereunder, (ii) the syndication of the Commitments documented third-party fees and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket expenses of its counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it), (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of or modifications of or waivers or consents under this Agreement or the other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel with respect thereto; provided, that, at the request of the Lenders and each of the Agents (including, without limitationBorrower, the reasonable Administrative Agent shall consult with the Borrower at its request regarding the estimated amount of expenses that would be incurred, (iii) all costs and expenses (including fees and expenses of legal counsel) incurred by any Secured Party (for the account of such Secured Party), if any, in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or the transactions contemplated thereby or any restructuring or workout proceedings (whether or not consummated) and Taxes contemplated thereto, and the other document referred documents delivered thereunder or in connection therewith, and (iv) all Additional Expenses. (b) The Borrower agrees to herein or therein timely pay in accordance with applicable Law any and all reasonable costspresent or future stamp, expensestransfer, taxesrecording, assessments filing, court, documentary and other charges incurred similar Taxes payable in connection with any the execution, delivery, filing, registrationrecording of, recording from the receipt or perfection of any a security interest contemplated by under, or otherwise with respect to, any of the Loan Document Documents, and agrees to save the Lenders and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, in each case, as the same are incurred. (c) Once paid, all fees or other document referred to thereinamounts or any part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any circumstances, regardless of whether any such transactions are consummated. All fees and other amounts payable hereunder shall be paid in Dollars and in immediately available funds. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 Business Days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent, together with the reasonable fees and expenses of each local counsel to Agent, in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication making of the Commitments Loans, and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any reasonable and customary lien search fees; (c) Agent for reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefromthe preparation, including, without limitation, all manner of participation in or other involvement with (w) the exercise documentation of the Agents' and Lenders' rights under Section 9.3(fLoans or any of the Loan Documents; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all reasonable costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filingaction pursuant to Section 1129 of the Bankruptcy Code and all other reasonable and customary out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, registration, recording together with interest thereon at the Past Due Rate on each such amount from the due date until the date of reimbursement to such Lender or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinAgent.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownXxxxx & Xxx Xxxxx PLLC, Rudnick, Freed & Gesmer, special counsel to Fleet) the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Notes and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver (whether or not such amendment, modification or waiver shall become effective) of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Notes; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the including reasonable fees and expenses of legal counselcounsels’ fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement or any of the Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or Agreement, any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender and each of their respective Affiliates, and each of the respective directors, officers, employees, agents and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable costslosses, claims, damages, liabilities and related expenses, taxesincluding the reasonable fees, assessments charges and other charges disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with with, or as a result of (i) the execution or delivery of this Agreement or any filingagreement or instrument contemplated hereby, registrationthe performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, recording or perfection of any security interest contemplated by (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any other document referred to thereinagreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Expenses Etc. The Company agrees to Borrowers, jointly and severally, shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent (or any sub-agent thereof) and expenses of the Agents (includingits Affiliates, without limitation, including the reasonable fees and expenses documented or invoiced fees, charges and disbursements of Browncounsel for the Administrative Agent (or any such sub-agent) (including one local counsel in each applicable jurisdiction), Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the syndication and distribution (iincluding via the Internet or through a service such as Intralinks) of the negotiationcredit facilities provided for herein, the preparation, execution registration and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by the Joint Lead Arrangers and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and Xxxxxxxx Xxxx Lt. as counsel the Joint Lead Arrangers (and including, to the extent necessary, (i) one local counsel in each applicable jurisdiction, and (ii) one additional local counsel in the event of any actual or perceived conflict of interest among the Joint Lead Arrangers (and if necessary, one local counsel in each relevant jurisdiction) for group of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counselJoint Lead Arrangers that is subject to such conflict) in connection with (i) any Default the syndication, preparation, negotiation, execution and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise delivery of the Agents' and Lenders' rights under Section 9.3(f) hereofcredit facilities provided for herein, (xc) bankruptcyall reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, insolvencyamendment, receivership, foreclosure, winding up renewal or liquidation proceedingsextension of any Letter of Credit or any demand for payment thereunder, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (cd) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (e) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent (or any sub-agent thereof), expensesany Issuing Bank and/or any Lender (including the documented or invoiced fees, taxes, assessments disbursements and other charges incurred of (i) any counsel for the Administrative Agent (or any such sub-agent) (which, for the avoidance of doubt, may include counsel in foreign jurisdictions), (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) and (iii) one additional local counsel in any applicable jurisdiction in the event of any actual or perceived conflict of interest among the Lenders (and if necessary, one local counsel in each relevant jurisdiction) for each group of Lenders that is subject to such conflict in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company Borrower agrees to pay or reimburse each on demand of the Lenders and each of Agent the Agents forfollowing: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of Brown, Rudnick, Freed Xxxxxxxx & Gesmer, special Xxxxxxxx LLP and any legal counsel to Fleet) engaged by the Agent in connection with (i) the negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, the Term Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of each counsel to the Agent and of one separate counsel for Lenders other than the Lenders and each of the Agents (includingAgent), without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or any other Loan Document; and (d) expenses of due diligence incurred by the Agent prior to or as of the other Loan Documents Closing Date and the Borrower agrees to pay or any other document referred to herein or therein and reimburse on demand the Collateral Agent for all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Collateral Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document this Agreement or any other document referred Loan Document. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Agent, the Collateral Agent, or their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent or the Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent, the Collateral Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Agent, the Collateral Agent and of one separate counsel for Lenders other than the Agent or the Collateral Agent, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (1) appraisals; (2) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Agent or the internally allocated fees for each Person employed by the Agent with respect to each field examination; (3) lien and title searches and title insurance; (4) environmental reviews; (5) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Collateral Agent’s Liens; (6) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (7) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadley & GesmerMcXxxx, special spexxxx Xew York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages. The Company hereby agrees to indemnify the Administrative Agent, the Syndication Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, 108 liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against any Property covered by the Mortgages or any part of the Mortgage Estate thereunder in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Company and its Subsidiaries, at such site or facility.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents forSwingline Bank, the Administrative Agent and the Arranger for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownDay, RudnickXxxxx & Xxxxxx, Freed & GesmerLLP, special counsel to Fleet) ), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Basic Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks, the Swingline Bank and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work-out" (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Company hereunder or under any of the other Basic Documents and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein therein. The Company hereby agrees to indemnify the Administrative Agent, the Arranger, each Bank and the Swingline Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (other than liability of the Administrative Agent to any Bank) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings and whether or not the Administrative Agent or such Bank or the Swingline Bank or other Person is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company agrees Borrowers jointly and severally agree to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in Credit Agreement ---------------- connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein. The Borrowers hereby jointly and severally agree to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Borrowers or any of their Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrowers will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against the Property covered by the Deeds of Trust or any part of the Trust Estate thereunder in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or Credit Agreement ---------------- willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrowers or any of their Subsidiaries (or any predecessor in interest to the Borrowers or any of their Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrowers or any of their Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Borrowers and their Subsidiaries, at such site or facility.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of ------------- the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and Credit Agreement ---------------- -104- expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation or incurred in connection with causing the Trust or other involvement with (w) the exercise of Property Trustee to satisfy its obligations under the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up Stock Purchase Contracts or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.3; and 12.06; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Section 10.01, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of to the Lenders and each of the Agents for: Secured Parties (ai) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions documented third-party fees and out-of-pocket expenses of credit hereundertheir counsel, their insurance consultant, any independent engineers and other advisors or consultants retained by them, (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of or modifications of or waivers or consents under this Agreement or the syndication other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel with respect thereto; provided, that, at the request of the Commitments and Borrower, the Loans and Administrative Agent shall consult with the Borrower at its request regarding the estimated amount of expenses that would be incurred, (iii) all Additional Expenses and (iv) all costs and expenses (including fees and expenses of counsel) incurred by any Secured Party (for the negotiation account of such Secured Party), if any, in connection with any restructuring or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents workout proceedings (whether or not consummated); ) and the other documents delivered thereunder or in connection therewith. (b) The Borrower agrees to timely pay in accordance with applicable Law any and all reasonable out-present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of-pocket costs , from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and expenses of each of agrees to save the Lenders and each of the Agents (includingharmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, without limitationin each case, as the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and same are incurred. (c) Once paid, all transfer, stamp, documentary fees or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement amounts or any of part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any other document referred to herein or therein and all reasonable costscircumstances, expenses, taxes, assessments regardless of whether any such transactions are consummated. All fees and other charges incurred amounts payable hereunder shall be paid in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinDollars and in immediately available funds.

Expenses Etc. The Company agrees (a) to pay or reimburse each of xxxx- xxxxx the Lenders and each of Bank on demand for the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents Bank (including, including without limitation, limitation the reasonable fees and expenses of Brown, Rudnick, Freed Xxxxxx & Gesmer, special counsel to Fleet) Xxxxxx in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Note and any of the other Credit Documents, and the other making of the Loan Documents hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any amendment, modification, supplement waiver or waiver extension of any of the terms of this Agreement Agreement, the Note or any of the other Loan Documents (whether or not consummated); Credit Documents, (b) to pay or reimburse the Bank for all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Bank (including, without limitation, the including reasonable counsels' fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; Agreement, the Note or any of the other Credit Documents or any rights or remedies of the Bank thereunder, or at law, or in equity, and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, the Note or any of the other Loan Credit Documents or any other document referred and (c) to herein or therein pay filing and all reasonable costsrecording fees relating to, expenses, taxes, assessments and taxes and other charges incurred in connection with perfecting, maintaining and protecting, the Liens created or contemplated to be created pursuant to the Security Documents. The Company hereby indemnifies the Bank and its directors, officers, employees, agents and affiliates from, and agrees to hold each of them harmless against any filingand all losses, registrationclaims, recording damages, liabilities (or perfection actions or other proceedings commenced or threatened in respect thereof) and reasonable expenses that arise out of or in any security interest way relate to or result from the making of the Loan hereunder or the other transactions contemplated hereby or thereby, including, without limitation, any investigation or litigation or other proceedings (whether or not such indemnified person is a party to any action or proceeding out of which any of the foregoing arise), other than any of the foregoing to the extent incurred by any Loan Document reason of the gross negligence or wilful misconduct of the person to be indemnified. The Bank shall not be responsible or liable to the Company or any other document referred to thereinPerson for any consequential damages which may be alleged as a result of this Agreement or any action or omission by the Bank in connection therewith or the transactions contemplated thereby.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, including the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx LLP, special counsel to Fleetthe Agent (or such other counsel that the Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be reasonably satisfactory to the Borrower)) and experts (including the Independent Engineer and the Insurance Advisor) engaged by the Agent or the Lenders from time to time, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Transaction Documents and the extensions of credit hereunderunder this Agreement, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement or any other Transaction Document and (iii) the syndication of the other Loan Documents (whether Commitments or not consummated); Loans, (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the including reasonable counsels’ fees and expenses of legal counseland reasonable experts’ fees and expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner from such Default or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings “work-out” (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Borrower under this Agreement or the obligations of any Project Party under any other Transaction Document and (ii) the enforcement of this Section 12.3; 11.03(b) and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Government Authority in respect of this Agreement or any of the other Loan Documents Transaction Document or any other document referred to herein in this Agreement or therein in any such other Transaction Document and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated by this Agreement or any Loan other Transaction Document to which the Agent or the Collateral Agent is intended to be a party or any other document referred to thereinin this Agreement or in any such other Transaction Document. The Borrower hereby agrees to indemnify the Agent and each Lender and their respective officers, directors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any claim of third parties with respect to (a) any of the transactions contemplated by this Agreement or by any other Transaction Document or the execution, delivery or performance of this Agreement or any other Transaction Document, (b) the extensions of credit under this Agreement or the actual or proposed use by the Borrower of any of the extensions of credit under this Agreement or the grant to the Agent or the Collateral Agent for the benefit of, or to any of, the Secured Parties of any Lien on the Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or equity interest in the Borrower or any other Person and (c) the exercise by the Agent or the Collateral Agent (or the other Secured Parties) of their rights and remedies (including foreclosure) under any Security Document (but excluding, as to any Indemnitee, any Excluded Taxes, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction or attributable to actions or events occurring after the Borrower is divested of the applicable Collateral). Without limiting the generality of the foregoing, the Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred directly and primarily by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction) (collectively, “Losses”) arising under any Environmental Law including any Environmental Claims or other Losses arising as a result of the past, present or future operations of the Borrower, or the past, present or future condition of the Project, or any Release or Use or threatened Release of any Hazardous Materials with respect to the Project (including any such Release or Use or threatened Release which shall occur during any period when such Indemnitee shall be in possession of any such site or facility following the exercise by the Agent or any other Secured Party of any of its rights and remedies under this Agreement or under any Financing Document or any other Transaction Document where such Use or Release commenced or occurred prior to such period); provided, however, that the Borrower shall have no such obligation to indemnify any Indemnitee to the extent that any such Release or Use is caused by such Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents for: (a) all Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Agents (transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses disbursements of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunderAdministrative Agent, (ii) the syndication of the Commitments to reimburse each Bank and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) Administrative Agent for all reasonable out-of-pocket its costs and expenses incurred in connection with the enforcement or preservation of each of any rights under this Agreement with respect to such Borrower, the Lenders Notes, and each of the Agents (any such other documents, including, without limitation, the reasonable fees and expenses disbursements of legal counselcounsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any 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 taxes, if any, which may be payable or determined to be payable in connection with (i) any Default the execution and any enforcement delivery of, or collection proceedings resulting therefrom, including, without limitation, all manner consummation or administration of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other document referred documents with respect to herein or therein such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and all reasonable other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, taxes, assessments and other charges incurred out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any filingNotes, registrationand any such other documents (all the foregoing in this clause (iv), recording collectively, the "indemnified liabilities"), provided, that each Borrower shall have no obligation hereunder to the Administrative Agent or perfection any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any security interest contemplated representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Loan Document Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment. (b) Notwithstanding any other document referred provision in this Agreement to thereinthe contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to Section 11.3(a) hereto is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (pro rata based on their respective Net Asset Values). To the extent any such obligation to reimburse or indemnify any Indemnified Party is attributable to one or more Borrowers, then such reimbursement or indemnification shall be made ratably by each such Borrower.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of to the Lenders and each of the Agents for: Secured Parties (ai) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions documented third-party fees and out-of-pocket expenses of credit hereundertheir counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it), (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of or modifications of or waivers or consents under this Agreement or the syndication other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel with respect thereto; provided, that, at the request of the Commitments and Borrower, the Loans and Administrative Agent shall consult with the Borrower at its request regarding the estimated amount of expenses that would be incurred, (iii) all Additional Expenses and (iv) all costs and expenses (including fees and expenses of counsel) incurred by any Secured Party (for the negotiation account of such Secured Party), if any, in connection with any restructuring or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents workout proceedings (whether or not consummated); ) and the other documents delivered thereunder or in connection therewith. (b) The Borrower agrees to timely pay in accordance with applicable Law any and all reasonable out-present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of-pocket costs , from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and expenses of each of agrees to save the Lenders and each of the Agents (includingharmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, without limitationin each case, as the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and same are incurred. (c) Once paid, all transfer, stamp, documentary fees or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement amounts or any of part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any other document referred to herein or therein and all reasonable costscircumstances, expenses, taxes, assessments regardless of whether any such transactions are consummated. All fees and other charges incurred amounts payable hereunder shall be paid in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinDollars and in immediately available funds.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each on demand of the Lenders and each of Agent the Agents forfollowing: (ai) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of Brown, Rudnick, Freed & Gesmer, special any legal counsel to Fleet) engaged by the Agent each Lender other than the Agent in connection with (i) the negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, the Term Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (bii) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of each of counsel (including the Lenders and each of the Agents (including, without limitation, the reasonable allocated fees and expenses of legal in-house counsel) to the Agent and of separate counsel for each Lender other than the Agent), in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of or preservation of any rights under this Section 12.3Agreement or any other Loan Documents; and (ciii) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or any other Loan Document; and (iv) expenses of due diligence incurred by the Agent prior to or as of the other Loan Documents Closing Date and the Borrower agrees to pay or any other document referred to herein or therein and reimburse on demand the Agent for all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document this Agreement or any other document referred Loan Document. (b) Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Agent or itsr Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Agent, the Collateral Agent, or any Lender, including the fees, charges and disbursements of any counsel (including the allocated fees and expenses of in-house counsel) for the Agent and of separate counsel for each Lender other than the Agent in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (1) appraisals; (2) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Agent or the internally allocated fees for each Person employed by the Agent with respect to each field examination; (3) lien and title searches and title insurance; (4) environmental reviews; (5) taxes, fees and other charges for recording the mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Collateral Agent’s Liens; (6) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (7) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to will pay all reasonable expenses in connection with such transactions and in connection with any amendments or reimburse each waivers (whether or not the same become effective) under or in respect of this Agreement or the Lenders and each of the Agents forBonds, including, without limitation: (a) the cost and expenses of reproducing this Agreement, of the reproducing and issue of the Bonds, of furnishing all opinions of counsel for the Company and all certificates on behalf of the Company, and of the enforcement of the Company’s performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (b) the cost of delivering to the principal office of each Purchaser, insured to its satisfaction, any Bonds delivered to it upon any substitution of Bonds pursuant to the Indenture and of each Purchaser’s delivering any Bonds, insured to its satisfaction, upon any such substitution; (c) the reasonable fees, expenses and disbursements of Xxxxxxx and Xxxxxx LLP, special counsel for the Purchasers, in connection with such transactions and any such amendments or waivers; (d) the reasonable out-of-pocket costs expenses incurred by each Purchaser or a holder of any Bonds (in its capacity as such) in connection with such transactions and expenses of any such amendments, waivers or consents pursuant to the Agents (provisions hereof, including, without limitation, any amendments, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the reasonable performance by the Company of its obligations under this Agreement, a Supplement or the Bonds, whether or not any Bonds are then outstanding; and (e) the outlays, counsel fees and other expenses reasonably made or incurred by the Trustee in and about the execution of Brownthe trusts hereby created and any expenses paid and to pay the cost and expense incurred in defending against any liability in the premises of any character whatsoever, Rudnickunless such liability is adjudicated to have resulted from the negligence or willful default of the Trustee. The Company will indemnify and hold each Purchaser harmless from and against all claims in respect of the fees, Freed & Gesmerif any, special counsel to Fleet) of brokers and finders payable in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and or the other Loan Documents and the extensions of credit hereunder, (ii) the syndication carrying out of the Commitments transactions contemplated hereby. The Company will also pay, and the Loans will save each Purchaser and (iii) the negotiation or preparation each holder of any modificationBonds harmless from, supplement any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Bonds and any amendment or waiver of any of the terms of this Agreement under or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinBonds.

Expenses Etc. The Company agrees Whether or not the transactions contemplated hereby are consummated, the Grantor agrees, jointly and severally to pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, a special counsel to Fleetand, if reasonably required, local or other counsel) incurred by the Agent or Purchasers of a Secured Note in connection with (i) the negotiationsuch transactions and in connection with any amendments, preparation, execution and delivery waivers or consents under or in respect of this Agreement and Agreement, the Secured Notes or other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Note Documents (whether or not consummatedsuch amendment, waiver or consent becomes effective); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, all manner of participation in the Secured Notes or other involvement Note Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Secured Notes or other Note Documents, or by reason of being a Purchaser of any Secured Note, and (wb) the exercise of the Agents' costs and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxesincluding financial advisors' fees, assessments and other charges incurred in connection with any filing, registration, recording the insolvency or perfection bankruptcy of any security interest Obligor or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Secured Notes and other Note Documents. The Grantor will pay, and will save each Purchaser harmless from, all claims in respect of any Loan Document fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaser). The obligations of the Grantor under this paragraph will survive the payment or transfer of any Secured Note, the enforcement, amendment or waiver of any provision of this Agreement, the Secured Notes or other document referred to thereinNote Documents, and the termination of this Agreement.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Cheniere for: (a) all reasonable out-of-pocket costs and expenses of the Agents Cheniere (including, without limitation, including the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Cheniere from time to time, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Note and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Note, and (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the including reasonable counsels’ fees and expenses of legal counselexpenses) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner from such Event of participation Default or in or other involvement connection with (w) the exercise negotiation of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings “work-out” (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Borrower under this Note and (ii) the enforcement of this Section 12.3; 6.3(b) and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Government Authority in respect of this Agreement or any of the other Loan Documents Note or any other document referred to herein or therein in this Note. The Borrower hereby agrees to indemnify Cheniere and its respective officers, directors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and shall hold each of them harmless against, any and all reasonable costslosses, liabilities, claims, damages, expenses, taxesobligations, assessments penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including the reasonable fees and other charges incurred expenses of counsel for each Indemnitee in connection with any filinginvestigative, registrationadministrative or judicial proceeding commenced or threatened, recording whether or perfection not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Maturity Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any security interest claim of third parties with respect to (a) any of the transactions contemplated by this Note or the execution, delivery or performance of this Note, and (b) the extensions of credit under this Note. Without limiting the generality of the foregoing, the Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any Loan Document losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred directly and primarily by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction) (collectively, “Losses”) arising under any Environmental Law including any Environmental Claims or other Losses arising as a result of the past, present or future operations of the Borrower, or the past, present or future condition of the Project, or any other document referred Release or Use or threatened Release of any Hazardous Materials with respect to thereinthe Project (including any such Release or Use or threatened Release which shall occur during any period when such Indemnitee shall be in possession of any such site or facility following the exercise by Cheniere of any of its rights and remedies under this Note where such Use or Release commenced or occurred prior to such period); provided, however, that the Borrower shall have no such obligation to indemnify any Indemnitee to the extent that any such Release or Use is caused by such Indemnitee’s gross negligence or willful misconduct as determined by a final non-appealable judgment.

Expenses Etc. The Company Borrower agrees to pay or reimburse each on demand of the Lenders and each of Agent the Agents forfollowing: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of Brown, Rudnick, Freed & Gesmer, special Xxxxxxx XxXxxxxxx LLP and any legal counsel to Fleet) engaged by the Agent in connection with (i) the negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, the Term Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of each counsel to the Agent and of one separate counsel for Lenders other than the Lenders and each of the Agents (includingAgent), without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or any other Loan Document; and (d) expenses of due diligence incurred by the Agent prior to or as of the other Loan Documents Closing Date and the Borrower agrees to pay or any other document referred to herein or therein and reimburse on demand the Collateral Agent for all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Collateral Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document this Agreement or any other document referred Loan Document. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Agent, the Collateral Agent, or their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent or the Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent, the Collateral Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Agent, the Collateral Agent and of one separate counsel for Lenders other than the Agent or the Collateral Agent, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (1) appraisals; (2) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Agent or the internally allocated fees for each Person employed by the Agent with respect to each field examination; (3) lien and title searches and title insurance; (4) environmental reviews; (5) taxes, fees and other charges for recording the mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Collateral Agent’s Liens; (6) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (7) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMayer, Rudnick, Freed Brown & GesmerPlatt, special New York counsel to FleetING) in connection with xxxx (i) the negotiationxxx nexxxxxtion, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3SECTION 13.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Repurchase Transaction and the transactions contemplated thereby, the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence arising under any Environmental Law as a result of (i) the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or (ii) the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or (iii) any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, PROVIDED THAT the Company shall not be liable under this subclause (y) for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the party to be indemnified (or such party's employees or agents).

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of Global Arrangers, the Agents and the Lenders for: (a) all reasonable out-of-pocket costs and expenses of the Global Arrangers and the Agents (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to Fleetthe Global Arrangers, but not including any fees or expenses for any other counsel to the Global Arrangers, the Agents or the Lenders) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Credit Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Credit Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein therein. The Company hereby agrees to indemnify each Global Arranger, each Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by any Agent to any Lender), whether or not any Agent or any Lender is a party thereto, arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents for: Administrative Agent for (without duplication): (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, following presentation of a reasonably detailed invoice therefor, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx xxx/or Freshfields, special New York counsel to Fleet) Chase, and the Law Office of Paiboon Sutuntivorakoon Ltd., special Thai counsel to Chase, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions of credit hereunder, (ii) the making and syndication of the Commitments Loans hereunder and the Loans related matters and (iiiii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents or any Affiliate Subordination Agreement (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) without duplication of any amounts payable by the Borrower under Section 5.06 hereof, all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording recording, or perfection of any security interest contemplated by any Loan Document the Basic Documents or any other document referred to therein. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender), whether or not the Credit Agreement Administrative Agent or any Lender is a party thereto arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any of the other transactions contemplated hereby or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct (or the failure of a Lender to make a Loan hereunder when required pursuant to the terms hereof) of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), including any such losses, liabilities, claims, damages or expenses that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder to the extent that such losses, liabilities, claims, damages or expenses are caused by the Administrative Agent or the Lenders (but not if such losses, liabilities, claims, damages or expenses are caused by the gross negligence or willful misconduct of the Administrative Agent or the Lenders).

Expenses Etc. The Company agrees to shall pay or reimburse each of the Lenders Banks and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, in its capacity as Collateral Agent) for: (a) the reasonable fees and expenses of Brown, Rudnick, Freed & GesmerPillsbury Winthrop LLP, special New York counsel to Fleet) the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes and the other Loan Documents Documents, the making of the Loans and the extensions issuance of credit hereunder, Syndicated Letters of Credit or Bank Letters of Credit hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement Agreement, the Notes or any of the other such Loan Documents (whether or not consummated)Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the including reasonable counsels' fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement the enforcement, protection, preservation or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' any of their rights under Section 9.3(f) hereofthis Agreement, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings the Notes and (z) workout, restructuring or the other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or Agreement, any of the other Loan Documents Notes or any other document referred Loan Document. The Company shall (to herein or therein the fullest extent permitted by applicable law) indemnify the Administrative Agent, the Banks and each affiliate thereof and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all reasonable costslosses, expensesliabilities, taxesclaims or damages to which any of them may become subject, assessments insofar as such losses, liabilities, claims or damages arise out of or in any way relate to or result from any actual or proposed use by the Company of the proceeds of any of the extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) hereunder and/or the negotiation, execution, delivery or performance of this Agreement, the Notes or any other Loan Document or any extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) made or to be made hereunder or from any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing, and other charges the Company shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any filingsuch investigation or proceeding (but excluding any such losses, registrationliabilities, recording claims, damages, or perfection expenses to the extent, but only to the extent, caused by action taken which constitutes the gross negligence or willful misconduct of the Person to be indemnified). If and to the extent that the obligations of the Company under the preceding sentence may be unenforceable for any security interest contemplated by any Loan Document or any other document reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages and expenses referred to therein.above as may be permitted by applicable law. 63

Expenses Etc. The Company agrees to pay or reimburse each of ------------- the Lenders and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-of- pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to Fleet) Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Basic Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work-out" (whether or not consummated), or the workout, restructuring or transaction contemplated thereby is consummated) obligations of the Company hereunder and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes (other than income taxes), assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes (other than income taxes), assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees (i) to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold Credit Agreement ---------------- each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. Without limiting the generality of the foregoing, the Company will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under the Pledge Agreement unless such Release or threatened Release is caused by the Administrative Agent or such Lender.

Expenses Etc. The Company (a) Xxxxxxxx agrees to pay or reimburse each of the Lenders Banks and each of the Agents Agent for: (ax) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special external legal counsel to Fleetfor the Agent and costs allocated by its internal legal department) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Notes and closing of the extensions transactions contemplated hereby in an amount not in excess of credit hereunder, $100,000 and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Note (whether or not consummated); (by) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of internal and external legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of Credit Agreement participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (xA) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (yB) judicial or regulatory proceedings and (zC) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (cz) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein therein. (b) Xxxxxxxx hereby agrees to indemnify the Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all reasonable costslosses, expensesliabilities, taxesclaims, assessments and other charges damages or expenses incurred in connection with by any filing, registration, recording of them arising out of or perfection by reason of any security interest contemplated by investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any Loan Document hereunder (but excluding any such losses, liabilities, claims, damages or any other document referred expenses incurred by reason of the gross negligence or willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse (i) each of the Lenders Agent and each Joint Lead Arranger for all of the Agents for: (a) all its reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadley & GesmerMcCloy LLP, special New York counsel to Fleetthe Administrative Xxxxx and xxx Xollateral and Paying Agent, and Ritch, Heather y Mueller, S.C., special Mexican counsel to the Adminxxxxxtixx Xxxxx xxx xxx Collateral and Paying Agent, and printing, reproduction, document delivery, communication and travel costs) in connection with (iy) the syndication, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication making of the Commitments and the Loans hereunder and (iiiz) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); ) and (bii) the Borrower and each Guarantor agree to reimburse each Agent, each Joint Lead Arranger and each of the Lenders for all reasonable of their documented out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefromfrom the occurrence of an Event of Default. (b) The Borrower hereby agrees to indemnify each Agent, each Joint Lead Arranger and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any litigation or other proceedings (including any threatened litigation or other proceedings) relating to the Loans or the use or proposed use by the Borrower of the proceeds of any of the Loans, including, without limitation, all manner the fees and disbursements of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges counsel incurred in connection with any filingsuch litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated the gross negligence or willful misconduct of the Person to be indemnified, as determined by any Loan Document a final, nonappealable judgment by a court of competent jurisdiction). The right to be indemnified hereunder shall be deemed to expire to the extent not claimed or any other document referred to thereinasserted in an instrument in writing within the period of five (5) years after the Final Maturity Date.

Expenses Etc. The Whether or not any of the transactions contemplated by this Agreement and the other Transaction Agreements shall be consummated, the Company agrees to pay pay, or reimburse each of the Lenders to cause its Subsidiaries to pay, on demand, all expenses and each of the Agents for: costs in connection with such transactions and operations hereunder and thereunder, including without limitation (ai) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Purchasers arising in connection with (i) the negotiation, preparation, negotiation and execution and delivery of this Agreement and the other Loan Documents Transaction Agreements and the extensions consummation of credit hereunderthe transactions contemplated hereby and thereby, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counselaccountants, consultants and other professionals engaged by the Purchasers or BCC in connection with consummation of such transactions, (iii) the out-of-pocket and overhead expenses incurred by any Purchaser or BCC in connection with the consummation of such transactions, the providing of any consulting or other services to the Company or any of its Subsidiaries or the attendance at any meeting of the board of directors (or any committee thereof) of the Company or any of its Subsidiaries, (iv) all Tax Liabilities (other than Tax Liabilities based upon or measured by income), including without limitation recording or filing fees and sales, transfer and documentary stamp and other similar Tax Liabilities, at any time payable in respect of any Security or this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby or thereby, (v) all expenses (including without limitation reasonable attorneys' fees and expenses) incurred in respect of the exercise or performance, or the preservation or enforcement, of any right granted to any holder of Securities hereunder or under any other Transaction Agreement, and (vi) all expenses (including without limitation reasonable attorneys' fees and expenses) in connection with (i) any Default and amendments or waivers of, or consents under, this Agreement or any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings Transaction Agreement (whether or not the workoutsame becomes effective). In consideration of the execution, restructuring or transaction contemplated thereby is consummated) delivery and (ii) the enforcement performance of this Section 12.3; Agreement by the Purchasers, the Company hereby agrees to indemnify, exonerate and hold, and to cause each of its Subsidiaries, jointly and severally, to indemnify, exonerate and hold each Purchaser and BCC and each of their respective partners, officers, directors, advisory board members, employees and agents (ccollectively, the "indemnitees") free and harmless from and against any and all transferactions, stampcauses of action, documentary suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable attorneys' fees and disbursements (collectively, the "indemnified liabilities"), incurred by the indemnitees or other similar taxesany of them as a result of, assessments or charges levied by arising out of, or relating to any governmental transaction financed or revenue authority to be financed in respect whole or in part directly or indirectly with proceeds from the sale of any of the Securities, or the execution, delivery, performance or enforcement of this Agreement or any other Transaction Agreement, or the service of any indemnitee as an officer or director of the other Loan Documents Company or any of its Subsidiaries, or any litigation or investigation instituted by any governmental agency or any other document referred to herein Person and involving the Company, any Affiliate of the Company or therein and all reasonable costsany indemnitee, expenses, taxes, assessments and other charges incurred in connection with except for any filing, registration, recording or perfection such indemnified liabilities arising on account of any security interest contemplated by indemnitee's gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any Loan Document reason, the Company hereby agrees to make, and to cause each of its Subsidiaries to make, the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law. The obligations of the Company and its Subsidiaries under this Section 15 shall survive payment for or transfer of any other document referred to thereinor all of the Securities.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of to the Lenders and each of the Agents for: Secured Parties (ai) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions documented third-party fees and out-of-pocket expenses of credit hereunderits counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it), (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of, or modifications of or waivers or consents under, this Agreement or the syndication other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel and consultants with respect thereto; provided, that, at the request of the Commitments and Borrower, the Loans and Administrative Agent shall consult with the Borrower regarding the estimated amount of expenses that would be incurred, (iii) all costs and expenses (including fees and expenses of counsel) incurred by any Secured Party (for the negotiation account of such Secured Party), if any, in connection with any restructuring or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents workout proceedings (whether or not consummated); ) and the other documents delivered thereunder or in connection therewith, and (iv) all Additional Expenses. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (b) The Borrower agrees to timely pay in accordance with applicable Law any and all reasonable out-present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of-pocket costs , from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and expenses of each of agrees to indemnify and hold harmless the Lenders and the Administrative Agent from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, in each of case, as the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and same are incurred. (c) Once paid, all transfer, stamp, documentary fees or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement amounts or any of part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any other document referred to herein or therein and all reasonable costscircumstances, expenses, taxes, assessments regardless of whether any such transactions are consummated. All fees and other charges incurred amounts payable hereunder shall be paid in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinDollars and in immediately available funds.

Expenses Etc. The Company Each Borrower severally agrees to pay or ------------- reimburse each of the Lenders and each the Administrative Agent, as the case may be, within 15 days after receipt of the Agents written demand for: (a) all reasonable out-of-of- pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed Xxxxxxx Xxxxxxx & GesmerXxxxxxxx, special New York counsel to Fleet) the Administrative Agent and the Lenders), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Credit Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Credit Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the protection or preservation of participation in rights or other involvement with (w) interests following an Event of Default or the exercise negotiation of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work- out" (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Obligors hereunder and under the other Credit Documents following an Event of Default and (ii) the enforcement of this Section 12.313.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein therein, provided, that a -------- Borrower shall have no payment or reimbursement obligations under this Section 13.03 in connection with any of the foregoing events or circumstances that relate solely to the other Borrower. Each Borrower hereby severally agrees (i) to indemnify the Administrative Agent and each Lender, their respective Affiliates and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings, but excluding any investigation, litigation or proceeding solely between Lenders or between the Administrative Agent and any Lender or Lenders), whether or not the Administrative Agent or any Lender or such other indemnified Person is a party thereto, relating to the extensions of credit hereunder or any actual or proposed use by the Borrowers or any of their Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Credit Document, other than claims arising by reason of the gross negligence or willful misconduct of any security interest contemplated by such Person; provided that a Borrower -------- shall have no indemnification obligation under this Section 13.03 in connection with any Loan Document of the foregoing events or any circumstances that related solely to the other document referred to thereinBorrower.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 Business Days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent, together with the reasonable fees and expenses of each local counsel to Agent, in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication making of the Commitments Loans, and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any reasonable and customary lien search fees; (c) Agent for reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefromthe preparation, including, without limitation, all manner of participation in or other involvement with (w) the exercise documentation of the Agents' and Lenders' rights under Section 9.3(fLoans or any of the Loan Documents of the Loans; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein; and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all reasonable costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filingaction pursuant to Section 1129 of the Bankruptcy Code and all other reasonable and customary out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, registration, recording together with interest thereon at the Past Due Rate on each such amount from the due date until the date of reimbursement to such Lender or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinAgent.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation or incurred in connection with causing the Trust or other involvement with (w) the exercise of Property Trustee to satisfy its obligations under the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up Stock Purchase Contracts or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.3; and 12.06; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Amended and Restated Collateral Agreement Section 10.01 other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadley & GesmerMcCloy LLP, special New York counsel to FleetJPMCB) in connection with connectixx xxxh (ix) the xxx negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Notes (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company hereby agrees to indemnify the Administrative Agent, each Bank, each of their respective Affiliates and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans or any other extension of credit hereunder or any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans or of any Letter of Credit hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding for any Person any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred to thereinwillful misconduct of such Person or of such Person's directors, officers, employees, attorneys and agents).

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadley & GesmerMcCloy LLP, special New York counsel to FleetJPMCB) in connection with connectiox xxxx (i) the xxx negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Credit Documents, the making of the Loans hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans credit facilities hereby provided and (iiiii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Credit Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Credit Document or any other document referred to therein. The Borrower hereby agrees to indemnify the Administrative Agent, each Lender, the Affiliates of the Administrative Agent and of each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent or any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans or Letters of Credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the Loans or Letters of Credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the CREDIT AGREEMENT Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents.

Expenses Etc. The Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to will pay all reasonable expenses in connection with such transactions and in connection with any amendments or reimburse each waivers (whether or not the same become effective) under or in respect of this Agreement or the Lenders and each of the Agents forBonds, including, without limitation: (a) the cost and expenses of reproducing this Agreement, of the reproducing and issue of the Bonds, of furnishing all opinions of counsel for the Company and all certificates on behalf of the Company, and of the Company's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (b) the cost of delivering to the principal office of the Purchaser, insured to its satisfaction, any Bonds delivered to it upon any substitution of Bonds pursuant to the Indenture and of the Purchaser's delivering any Bonds, insured to its satisfaction, upon any such substitution; (c) the reasonable fees, expenses and disbursements of Cxxxxxx and Cxxxxx, special counsel for the Purchaser, in connection with such transactions and any such amendments or waivers; and (d) the reasonable out-of-pocket costs and expenses of incurred by the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Purchaser in connection with (i) such transactions and any such amendments or waivers. The Company will indemnify and hold the negotiationPurchaser harmless from and against all claims in respect of the fees, preparationif any, of brokers and finders payable in connection with the execution and delivery of this Agreement and or the other Loan Documents and the extensions of credit hereunder, (ii) the syndication carrying out of the Commitments transactions contemplated hereby. The Company will also pay, and will save the Loans Purchaser and (iii) the negotiation or preparation each holder of any modificationBonds harmless from, supplement any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Bonds and any amendment or waiver of any of the terms of this Agreement under or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinBonds.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Lender, upon demand from Lender, for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Lender (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & GesmerKatten Muchin Zavis, special counsel to FleetLender and the reasonable feex xxx xxxxxxxs xx Xender's special state counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Lender (including, without limitation, including the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.04; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein therein. Borrower hereby agrees to defend, indemnify and hold each of the Indemnified Parties harmless from and against, any and all losses, liabilities, claims, damages or expenses incurred by any of them, whether or not Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by Borrower or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or such Indemnified Party's material breach of this Agreement, or claims against such Indemnified Party arising from its own acts or omissions to the extent wholly unrelated to this Agreement). Without limiting the generality of the foregoing, Borrower will defend, indemnify and hold each of the Indemnified Parties harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or such Indemnified Party's material breach of this Agreement, or claims against such Indemnified Party arising from its own acts or omissions to the extent wholly unrelated to this Agreement) arising under any Environmental Law as a result of the past, present or future operations of Borrower or any of its Subsidiaries, or the past, present or future condition of any security interest contemplated site or facility owned, operated or leased at any time by any Loan Document Borrower or any other document referred to thereinof its Subsidiaries, or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when Lender shall be in possession of any such site or facility following the exercise by the Lender of any of its rights and remedies hereunder, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by Borrower and its Subsidiaries, at such site or facility.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownMayer, Rudnick, Freed Brown & GesmerPlatt, special New York counsel to FleetING Barings) in connection with conxxxxxon xxxx (i) the xxx negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will indemnify the Agent and each Lender from, and hold the Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence arising under any Environmental Law as a result of (i) the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or (ii) the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or (iii) any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Agent or any Lender shall be in possession of any such site or facility following the exercise by the Agent or any Lender of any of its rights and remedies hereunder, PROVIDED THAT the Company shall not be liable for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the party to be indemnified (or such party's employees or agents).

Expenses Etc. The Company agrees to shall pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownWinthrop, RudnickStimson, Freed Xxxxxx & GesmerXxxxxxx, special New York counsel to Fleet) the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes and the other Loan Documents documents contemplated by or referred to herein, the making of the Loans and the extensions issuance of credit hereunder, Syndicated Letters of Credit or Bank Letters of Credit hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement Agreement, the Notes or any of the such other Loan Documents (whether or not consummated)documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the including reasonable counsels' fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement the enforcement, protection, preservation or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' any of their rights under Section 9.3(f) hereofthis Agreement, (x) bankruptcy, insolvency, receivership, foreclosure, winding up the Notes and the other documents contemplated by or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3referred to herein; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or Agreement, any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company shall (to the fullest extent permitted by applicable law) indemnify the Administrative Agent, the Predecessor Agents, the Banks and each affiliate thereof and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all reasonable costslosses, expensesliabilities, taxesclaims or damages to which any of them may become subject, assessments insofar as such losses, liabilities, claims or damages arise out of or in any way relate to or result from any actual or proposed use by the Company of the proceeds of any of the extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) hereunder and/or the negotiation, execution, delivery or performance of this Agreement or the Notes or any extensions of credit (whether a Loan, a Syndicated Letter of Credit or a participation therein, or a Bank Letter of Credit) made or to be made hereunder or from any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing, and other charges the Company shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including legal fees) incurred in connection with any filingsuch investigation or proceeding (but excluding any such losses, registrationliabilities, recording claims, damages, or perfection expenses to the extent, but only to the extent, caused by action taken which constitutes the gross negligence or willful misconduct of the Person to be indemnified). If and to the extent that the obligations of the Company under the preceding sentence may be unenforceable for any security interest contemplated by any Loan Document or any other document reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the losses, liabilities, claims, damages and expenses referred to thereinabove as may be permitted by applicable law.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents for: Administrative Agent for (without duplication): (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, following presentation of a reasonably detailed invoice therefor, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, xxecial New York counsel to Chase, and the Law Office of Credit Agreement 79 - 74 - Paiboon Sutuntivorakoon Ltd., special Thai counsel to Fleet) Chase, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions of credit hereunder, (ii) the making and syndication of the Commitments Loans hereunder and the Loans related matters and (iiiii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents or any Affiliate Subordination Agreement (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) without duplication of any amounts payable by the Borrower under Section 5.06 hereof, all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording recording, or perfection of any security interest contemplated by any Loan Document the Basic Documents or any other document referred to therein. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender), whether or not the Administrative Agent or any Lender is a party thereto arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any of the other transactions contemplated hereby or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct (or the failure of a Lender to make a Loan hereunder when required pursuant to the terms hereof) of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), including any such losses, liabilities, claims, damages or expenses that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder to the extent that such losses, liabilities, claims, damages or expenses are caused by the Administrative Agent or the Lenders (but not if such losses, liabilities, claims, damages or expenses are caused by the gross negligence or willful misconduct of the Administrative Agent or the Lenders).

Expenses Etc. The Company Borrower agrees to pay on demand or reimburse each of on demand to the Lenders and each of the Agents forapplicable party: (a) all reasonable out---of---pocket costs and expenses of the Agents Administrative Agent (including, without limitationbut not limited to, the reasonable legal fees and expenses of Brownits counsel, Rudnick(ii) due diligence expenses, Freed & Gesmerincluding title insurance reports and policies, special counsel surveys, title and lien searches, appraisals (including the Appraisal and any additional Appraisals ordered as a result of Borrower's election to Fleetextend the Scheduled Maturity Date pursuant to Section 4.01), the Environmental Report, the Construction Consultant's Construction, Cost and Plan Review, (iii) accounting firms, (iv) insurance consultants and (v) the Construction Consultant) in connection with (i1) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions syndication, making and administration of credit the Loans hereunder, (ii2) the syndication creation, perfection or protection of the Commitments and Liens to be created by the Loans and Security Documents, (iii3) the negotiation or preparation of any modification, supplement Modification or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)) and the construction of the Improvements and (4) Administrative Agent's duties under this Agreement and the other Loan Documents; (b) all reasonable out---of---pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, including the reasonable fees and expenses of legal counsel) counsel in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, including all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x1) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y2) judicial or regulatory proceedings and (z3) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.314.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein.

Expenses Etc. (i) The Company Borrower agrees to pay or reimburse each Agent and the Arranger for all of the Lenders its reasonable and each documented out of the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed Xxxxx Xxxx & GesmerXxxxxxxx, special New York counsel to Fleetthe Administrative Agent, Xxxxx, Xxxxxx-Xxxxxxx y Xxxxxxxxxx, S.C., special Mexican counsel to the Agents, and printing, reproduction, document delivery, communication and travel costs) in connection with (iy) the syndication, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication making of the Commitments and the Loans hereunder and (iiiz) in the case of the Administrative Agent only, the administration of and the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); ) and (bii) each Obligor agrees to reimburse each Loan Party for all reasonable out-of-of its documented out of pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (iA) any Default and any enforcement or collection proceedings proceeding resulting therefrom, including, without limitation, all manner of or participation in or other involvement with (w1) performance, if any, by the exercise Collateral Agent of any obligations of an Obligor in respect of the Agents' and Lenders' rights under Section 9.3(f) hereofCollateral that such Obligor has failed or refused to perform, (x2) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent and in respect thereof, by litigation or otherwise, including expenses of insurance, (y3) judicial or regulatory proceedings and (z4) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (iiB) the enforcement of this Section 12.3; 14.03, and all such costs and expenses shall be secured obligations entitled to the benefits of the Collateral provided pursuant to the Pledge Agreements. (cb) The Borrower hereby agrees to indemnify each Loan Party and the Arranger and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all transferlosses, stampliabilities, documentary claims, damages (including indirect, punitive and consequential damages) or expenses incurred by any of them arising out of or by reason of any litigation or other similar taxes, assessments proceedings (including any threatened litigation or charges levied other proceedings) relating to the Loans or the use or proposed use by any governmental or revenue authority in respect the Borrower of this Agreement or the proceeds of any of the other Loan Documents or any other document referred to herein or therein Loans, including, without limitation, the fees and all reasonable costs, expenses, taxes, assessments and other charges disbursements of counsel incurred in connection with any filingsuch litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated the gross negligence or willful misconduct of the Person to be indemnified, as determined by a final, nonappealable judgment by a court of competent jurisdiction). In no event shall any Loan Document Party be liable for any punitive or consequential damages in connection with any other document referred to thereinof the Loan Documents.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownCravath, Rudnick, Freed Swaine & GesmerXxxxx LLP, special New York counsel to FleetJPMCB, and charges for the use of IntraLinks) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Notes (whether or not consummated); and (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of a single external legal counselcounsel to the Banks and the Administrative Agent, taken as a whole in each material jurisdiction, and additional counsel as the Administrative Agent or Banks reasonably determine are necessary in light of actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of their rights in connection with this Agreement and any other Loan Document) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein11.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Notes (if any) and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Notes (if any) (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel and allocated costs of in-house counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company hereby agrees to indemnify the Administrative Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company agrees Obligors, jointly and severally, agree: (a) to pay or reimburse each the Arranger and the Administrative Agent for all of the Lenders and each of the Agents for: (a) all their reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, including the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleetlegal counsel) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Basic Document (whether or not consummatedconsummated or effective); (b) to pay or reimburse each of the Lenders and the Administrative Agent for all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, including the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, including all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary to pay or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any reimburse each of the other Loan Documents or any other document referred to herein or therein Lenders and the Administrative Agent for all reasonable costs, expenses, taxestaxes (except for Oklahoma mortgage recording tax), assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Obligors, jointly and severally, hereby agree to indemnify each Creditor and their respective Affiliates, directors, trustees, officers, employees and agents (each, an "INDEMNITEE") from, and hold each of them harmless against, and that no Indemnitee will have any liability for, any and all Losses incurred by any of them (including any and all Losses incurred by the Administrative Agent, the Arranger or the Issuing Lender to any Lender, whether or not any Creditor is a party thereto) directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery, performance, administration or enforcement of any Basic Document, any of the transactions contemplated by the Basic Documents, any breach by any Obligor of any representation, warranty, covenant or other agreement contained in any of the Basic Documents, the use or proposed use of any of the Loans or Letters of Credit or the use of any collateral security for the Loans (including the exercise by any Creditor of the rights and remedies or any power of attorney with respect thereto and any action or inaction in respect thereof), but excluding any such Losses to the extent finally determined to have arisen from the gross negligence or bad faith of the Indemnitee. Without limiting the generality of the foregoing, the Obligors, jointly and severally, will indemnify each Creditor and each other Indemnitee from, and hold each Creditor and each other Indemnitee harmless against, any Losses described in the preceding sentence arising under any Environmental Law as a result of (A) the past, present or future operations of Borrower or any Subsidiary (or any predecessor in interest to Borrower or any Subsidiary), (B) the past, present or future condition of any site or facility owned, operated or leased at any time by Borrower or any Subsidiary (or any such predecessor in interest), or (C) any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when any Creditor shall be in possession of any such site or facility following the exercise by such Creditor of any of its rights and remedies hereunder or under any of the Security Documents; PROVIDED, HOWEVER, that the indemnity hereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence. In case any action is brought against any Indemnitee relating to Losses arising under any Environmental Law as contemplated by the preceding sentence, Borrower will be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee; PROVIDED, HOWEVER, that if (i) the use of counsel chosen by Borrower to represent the Indemnitee would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the Indemnitee and any Obligor and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to it and/or other Indemnitees that are different from or additional to those available to any Obligor, or (iii) Borrower shall not have employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after receipt by the Obligors of notice of the institution of such action, then, in each such case, Borrower shall not have the right to assume the defense of such action on behalf of such Indemnitee and such Indemnitee shall have the right to select separate counsel to defend such action on behalf of such Indemnitee at the expense of Borrower. To the extent that the undertaking to indemnify and hold harmless set forth in this Section 12.03 or any other provision of any Basic Document providing for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Obligors, jointly and severally, shall contribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by any of the Persons indemnified hereunder. The Obligors also agree that no Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) for any Losses to any Obligor or any Obligor's security holders or creditors resulting from, arising out of, in any way related to or by reason of any matter referred to in any indemnification or expense reimbursement provisions set forth in this Agreement or any other Basic Document, except to the extent that any Loss is determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the gross negligence or bad faith of such Indemnitee. The Obligors agree that, without the prior written consent of the Administrative Agent, the Arranger and the Majority Lenders, no Obligor will settle, compromise or consent to the entry of any judgment in any pending or threatened Proceeding in respect of which indemnification is reasonably likely to be sought under the indemnification provisions of this Section 12.03 (whether or not any Indemnitee is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional written release of each Indemnitee from all liability arising out of such Proceeding and does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnitee and does not involve any payment of money or other value by any Indemnitee or any injunctive relief or factual findings or stipulations binding on any Indemnitee.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and expenses of each syndication of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees marketing, printing, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' Loans and Lenders' rights under Section 9.3(fLetter of Credit Liabilities; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or 57 any Loan Document document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other document referred Loan Document, to thereinprotect collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss. 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to ss. 1129 of the Bankruptcy Code and all other customary out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Past Due Rate on each such amount until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to Fleet) Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Basic Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and Credit Agreement 92 - 88 - any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work-out" (whether or not consummated), or the workout, restructuring or transaction contemplated thereby is consummated) obligations of the Company hereunder and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary documentary, intangibles or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees (i) to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Revolving Credit Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents but only to the extent that such Release or threatened Release is directly or indirectly attributable to facts, circumstances or Releases of Hazardous Materials existing prior to the date of such possession.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetFirst Union, and Xxxxxxx Xxxxxxxx & Xxxxxxxxx, special Puerto Rico counsel to First Union) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs or allocated costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees fees, allocated costs and expenses of legal counsel, which may be employees of the Lenders or the Agent) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to any Mortgages securing, directly or indirectly, the Facility C Loans. The Company hereby agrees to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will (x) indemnify the Agent for any payments that the Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement and Section 5.02 of each Supplemental Subsidiary Guarantee and Security Agreement to which remittances in respect to Accounts, as defined in each such agreement, are to be made and (y) indemnify the Agent and each Lender from, and hold the Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against all or any part of the Property covered by any Mortgages (securing, directly or indirectly, the Facility C Loans) in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period prior to the termination of the Facility C Commitments and the payment in full of the Facility C Loans and other amounts owing hereunder and under the other Loan Documents when the Agent or any Lender shall be in possession of any such site or facility following the exercise by the Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents to the extent such Release results from a continuation of conditions previously in existence at, or practices theretofore employed in connection with the operation of, such site or facility.

Expenses Etc. The Company agrees to pay Whether or reimburse each of not the Lenders and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitationtransactions contemplated by this Agreement shall be consummated, the reasonable fees and Company will pay all expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution such transactions and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement amendments or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings waivers (whether or not the workout, restructuring same become effective) under or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or the Notes, including, without limitation: (a) the cost and expenses of preparing and reproducing this Agreement and the Notes, of furnishing all opinions by counsel for the Company (including any opinions requested by the special counsel of a Purchaser as to any legal matter arising hereunder) and all certificates on behalf of the other Loan Documents Company, and of the Company's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (b) the cost of delivering to the principal office of each Purchaser, insured to the satisfaction of such Purchaser, the Notes sold to it hereunder and any other document referred Notes delivered to herein or therein it upon any substitution of Notes pursuant to section 15 and all reasonable costsof the delivery of any Notes by a Purchaser, expensesinsured to the satisfaction of such Purchaser, taxesupon any such substitution; (c) the fees, assessments expenses and other charges incurred disbursements of the special counsel for the holders of the Notes (and, in addition, any local counsel determined by the holders of the Notes to be necessary in the circumstances) in connection with such transactions and any filingsuch amendments or waivers; (d) the out-of-pocket expenses incurred by each of the Purchasers in connection with such transactions and any such amendments or waivers; and (e) the out-of-pocket expenses incurred by the Purchasers in connection with their representatives' attendance at meetings of the Board. The Company also will pay, registration, recording or perfection and will save each of the Purchasers and each holder of any security Notes harmless from, all claims in respect of the fees, if any, of brokers and finders and any and all liabilities with respect to any taxes (including interest contemplated by and penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Notes and any Loan Document amendment or waiver under or in respect of this Agreement or the Notes. The obligation of the Company under this section 17 shall survive any other document referred to thereindisposition or payment of the Notes and the termination of this Agreement.

Expenses Etc. The Company agrees Borrowers jointly and severally agree to pay -------------- or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx LLP, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein. The Borrowers hereby jointly and severally agree to indemnify the Administrative Agent, each Lender, each of their affiliates and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrowers or any of their Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Expenses Etc. The Company agrees to Borrower shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent and expenses of the Agents (includingits Affiliates, without limitation, including the reasonable fees fees, charges and expenses disbursements of Browncounsel for the Administrative Agent, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiationsyndication of the credit facilities provided for herein, preparation, execution the preparation and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by X.X. Xxxxxx Securities LLC, Deutsche Bank Securities Inc. and expenses of each of the Lenders and each of the Agents (includingtheir respective Affiliates, without limitation, including the reasonable fees fees, charges and expenses disbursements of legal counsel) counsel for X.X. Xxxxxx Securities LLC in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise syndication of the Agents' and Lenders' rights under Section 9.3(f) hereofcredit facilities provided for herein, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (d) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent and/or any Lender (including the fees, expenses, taxes, assessments disbursements and other charges incurred of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to Fleet) Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Basic Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work-out" (whether or not consummated), or the workout, restructuring or transaction contemplated thereby is consummated) obligations of the Company hereunder and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary documentary, intangibles or other similar taxes, assessments or charges levied by any Credit Agreement 76 -71- governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein.. The Company hereby agrees (i) to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any claim against the Administrative Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other Basic Document. Without limiting the generality of the foregoing, the Company will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement or Section 5.02 of the In-Flight Guarantee and Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents but only to the extent that such Release or threatened Release is directly or indirectly attributable to facts, circumstances or Releases of Hazardous Materials existing prior to the date of such possession. Credit Agreement

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownMayer, Rudnick, Freed Brown & GesmerPlatt, special New York counsel to FleetING) in connection with xxxx (ix) the negotiationxxe nxxxxxation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.313.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Repurchase Transaction and the transactions contemplated thereby, the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will (x) indemnify the Agent for any payments that the Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Agent and each Lender from, and hold the Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence arising under any Environmental Law as a result of (i) the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or (ii) the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or (iii) any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Agent or any Lender shall be in possession of any such site or facility following the exercise by the Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, PROVIDED THAT the Company shall not be liable under this subclause (y) for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the party to be indemnified (or such party's employees or agents).

Expenses Etc. The Company Borrower agrees to pay or reimburse each on demand of the Lenders and each of Lender the Agents forfollowing: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of Brown, Rudnick, Freed & Gesmer, special any one legal counsel to Fleet) engaged by the Lender in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of each of any counsel to the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) Lender in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner Event of participation in Default or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Lender by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and Document; (d) all reasonable out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any other Loan Document Document, and the cost of title insurance for any Mortgage; (e) expenses of due diligence incurred by the Lender prior to or as of the Loan A Closing Date. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Lender and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Lender, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Lender, including the fees, charges and disbursements of any counsel for the Lender and of one other document referred counsel for the Lender in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loan. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to thereinexpress limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (i) appraisals; (ii) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Lender or the internally allocated fees for each Person employed by the Lender with respect to each field examination; (iii) lien and title searches and title insurance; (iv) environmental reviews; (v) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Lender’s Liens; (vi) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (vii) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of preserving and protecting the Collateral.

Expenses Etc. The Company agrees to Borrowers, jointly and severally, shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent and expenses of the Agents (includingits Affiliates, without limitation, including the reasonable fees fees, charges and expenses disbursements of Browncounsel for the Administrative Agent, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiationsyndication of the credit facilities provided for herein, preparation, execution the preparation and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by X.X. Xxxxxx Securities Inc., Deutsche Bank Securities Inc. and expenses their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for each of the Lenders X.X. Xxxxxx Securities Inc. and each of the Agents (includingDeutsche Bank Securities Inc., without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise syndication of the Agents' credit facilities provided for herein, provided that such fees charges and Lenders' rights under Section 9.3(f) hereofdisbursement of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (xc) bankruptcyall reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, insolvencyamendment, receivership, foreclosure, winding up renewal or liquidation proceedingsextension of any Letter of Credit or any demand for payment thereunder, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (cd) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (e) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent, expensesany Issuing Bank and/or any Lender (including the fees, taxes, assessments disbursements and other charges incurred of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forBank for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents Bank (including, without limitation, including the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, xxecial New York counsel to the Bank, of Kim & Xhanx, xxecial Korean counsel to the Bank, and of Puno & Puno, special Philippine counsel to Fleet) the Bank), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Guarantee and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Guarantee; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Bank (including, without limitation, the including reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Borrower hereunder and (ii) the enforcement of this Section 12.310.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Guarantee or any other document referred to herein or therein therein. The Borrower agrees to pay, or reimburse each Participant (as defined in Section 10.06(c) hereof) that shall have become a Participant on or prior to the Closing Date for paying, all reasonable out-of-pocket costs and expenses of such Participant (including all reasonable fees and expenses of legal counsel, if any) in connection with the negotiation, preparation, execution and delivery of the participation agreement relating hereto to which such Participant is party. The Borrower hereby agrees (i) to indemnify the Bank and its respective directors, officers employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (whether or not the Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower of the proceeds of any of the extensions of credit hereunder, including, the reasonable costsfees and disbursements, expenses, taxes, assessments and other charges of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any security interest contemplated by claim against the Bank, any Loan Document of its affiliates, or any other document referred of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to thereinany of the transactions contemplated herein or in the Guarantee.

Expenses Etc. The Whether or not the transactions contemplated by this Agreement are consummated, the Company agrees to will promptly (and in any event, within 30 days after any invoice or other statement or notice) pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses incurred by or on behalf of the Agents Agent (includingincluding attorneys' fees, without limitation, the reasonable consultants fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleetengineering fees) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and any other documents requested by the extensions of credit hereunderCompany or required to preclude the Company from being in Default, any and all consents, waivers or other documents or instruments relating thereto, (ii) the syndication filing, recording, refiling and re- recording of any Basic Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the Commitments and the Loans and terms of any Basic Document, (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents requested by the Company or required to preclude the Company from being in default, (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (wiv) the exercise borrowings hereunder and other action reasonably required in the course of the Agents' and Lenders' rights under Section 9.3(f) administration hereof, (xv) bankruptcymonitoring or confirming (or preparation or negotiation of any document related to) the Company's compliance with any covenants or conditions contained in this Agreement or in any Basic Document, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (iivi) the enforcement of this Section 12.311.03; and (cb) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein therein. In addition to the foregoing, without duplication, until all Obligations to Bank Parties have been paid in full, the Company will also pay or reimburse Agent for all reasonable out-of-pocket costs and expenses of Agent or its agents or employees in connection with the continuing administration of the Loans and Letters of Credit and the related due diligence of Agent, including, without limitation, travel and miscellaneous expenses and fees and expenses of Agent's outside counsel, reserve engineers and consultants engaged in connection with the Basic Documents. The Company hereby agrees to indemnify and hold harmless each Bank Party and its directors, officers, employees and agents for, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents for: (a) The Borrower shall pay to the Secured Parties (i) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions of credit hereunder, (ii) the syndication of the Commitments documented third-party fees and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket expenses of its counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it, (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of, or modifications of or waivers or consents under, this Agreement or the other Loan Documents, including in each case the reasonable and documented fees and out- of-pocket expenses of counsel and consultants with respect thereto; provided, that, at the request of the Borrower, the Administrative Agent shall consult with the Borrower regarding the estimated amount of expenses that would be incurred, (iii) all reasonable and documented costs and expenses (b) The Borrower shall timely pay in accordance with applicable Law any and all present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and agree to indemnify and hold harmless the Lenders and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, in each of case, as the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and same are incurred. (c) Once paid, all transfer, stamp, documentary fees or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement amounts or any of part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any other document referred to herein or therein and all reasonable costscircumstances, expenses, taxes, assessments regardless of whether any such transactions are consummated. All fees and other charges incurred amounts payable hereunder shall be paid in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinDollars and in immediately available funds.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages. The Borrower hereby agrees to indemnify the Administrative Agent and each Lender and their respective Credit Agreement directors, officers, trustees, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against any Property covered by the Mortgages or any part of the collateral thereunder in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Borrower and its Subsidiaries, at such site or facility.

Expenses Etc. The Company agrees Obligors agree, jointly and severally, to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsel for the Administrative Agent and one legal counsel for the Lenders) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of CREDIT AGREEMENT the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages. The Obligors hereby agree, jointly and severally, to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Guarantor or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or solely by reason of a breach of this Agreement by such Person). Without limiting the generality of the foregoing, the Obligors will (x) indemnify the Administrative Agent for any payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against any Property covered by the Mortgages or any part of the thereunder in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special outside legal counsel to Fleet) Agent in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred by Agent in connection with the preparation, documentation, administration and expenses of each syndication of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees marketing, printing, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' Loans and Lenders' rights under Section 9.3(fLetter of Credit Liabilities; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Loan Document document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts (including reasonable attorneys’ fees) reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other document referred Loan Document, to thereinprotect collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses incurred in connection with such Lender’s or Agent’s participation as a member of a creditor’s committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in § 362 of the Bankruptcy Code and reasonable fees and expenses incurred in connection with any action pursuant to § 1129 of the Bankruptcy Code and all other customary and reasonable out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Base Rate on each such amount until the earlier of payment or ten (10) days after written demand therefor, and if such amount has not been paid within ten (10) days after written demand therefor, at the Past Due Rate until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Agent for: (a) all reasonable and documented out-of-pocket costs and expenses of the Agents Agent (including, without limitation, including the reasonable and documented fees and expenses of Brown, Rudnick, Freed Hunton & Gesmer, special counsel to FleetWxxxxxxx LLP) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of Bank and the Lenders and each of the Agents Agent (including, without limitation, including the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, including all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of this Agreement, any other Basic Documents, any transactions contemplated hereby or any investigation or litigation or other proceedings (including any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Bank, whether or not the Agent or any Bank is a party thereto) relating thereto, including the reasonable fees and disbursements of counsel (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Credit Documents, the making of the Loans hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans credit facilities hereby provided and (iiiii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Credit Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Credit Document or any other document referred to therein. The Borrower hereby agrees to indemnify the Agent, each Lender, the Affiliates of the Agent and of each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent or any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Agent and each Lender from, and hold the Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Agent or any Lender shall be in possession of any such site or facility following the exercise by the Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents.

Expenses Etc. The Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to will pay all reasonable expenses in connection with such transactions and in connection with any amendments or reimburse each waivers (whether or not the same become effective) under or in respect of this Agreement or the Lenders and each of the Agents forBonds, including, without limitation: (a) the cost and expenses of reproducing this Agreement, of the reproducing and issue of the Bonds, of furnishing all opinions of counsel for the Company and all certificates on behalf of the Company, and of the Company's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (b) the cost of delivering to the principal office of the Purchaser, insured to its satisfaction, any Bonds delivered to it upon any substitution of Bonds pursuant to the Indenture and of the Purchaser's delivering any Bonds, insured to its satisfaction, upon any such substitution; (c) the reasonable fees, expenses and disbursements of Xxxxxxx and Xxxxxx, special counsel for the Purchaser, in connection with such transactions and any such amendments or waivers; and (d) the reasonable out-of-pocket costs and expenses of incurred by the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Purchaser in connection with (i) such transactions and any such amendments or waivers. The Company will indemnify and hold the negotiationPurchaser harmless from and against all claims in respect of the fees, preparationif any, of brokers and finders payable in connection with the execution and delivery of this Agreement and or the other Loan Documents and the extensions of credit hereunder, (ii) the syndication carrying out of the Commitments transactions contemplated hereby. The Company will also pay, and will save the Loans Purchaser and (iii) the negotiation or preparation each holder of any modificationBonds harmless from, supplement any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Bonds and any amendment or waiver of any of the terms of this Agreement under or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinBonds.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Lenders, each Issuing Bank and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hxxxxx & GesmerMxXxxx LLP, special New York counsel to Fleet) the Administrative Agent, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Designation Letters and the other Loan Documents Notes, the making of the Loans hereunder and the extensions issuance, amendment, renewal or extension of credit hereunder, any Letter of Credit or any demand for payment thereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver (whether or not such amendment, modification or waiver shall become effective) of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Notes; (b) all reasonable out-of-pocket costs and expenses of the Lenders, each of Issuing Bank and the Lenders and each of the Agents Administrative Agent (including, without limitation, the including reasonable fees and expenses of legal counselcounsels’ fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement, any Designation Letter or any of the Notes; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or Agreement, any Designation Letter, any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company hereby agrees to indemnify the Administrative Agent, each Issuing Bank and each Lender and each of their respective Affiliates, and each of the respective directors, officers, employees, agents and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable costslosses, claims, damages, liabilities and related expenses, taxesincluding the reasonable fees, assessments charges and other charges disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any filingactual or prospective claim, registrationlitigation, recording investigation or perfection proceeding relating to any of any security interest contemplated by any Loan Document the foregoing, whether based on contract, tort or any other document referred theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to thereinany Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Expenses Etc. The Company agrees Applicants and the Guarantors jointly and severally agree to pay or reimburse each of the Lenders Issuer, the Administrative Agent and each of the Agents Participants for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Issuer, the Administrative Agent and each Participant (including, without limitation, the reasonable attorneys' fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleetexpenses) in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Letters of Credit and the extensions of credit hereunderany related documents, and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement or any of the other Loan Documents Letters of Credit or any Related Document (whether or not consummatedany such amendment, modification or waiver is signed or becomes effective); ; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Issuer, the Administrative Agent and each of the Agents Participant (including, without limitation, the including reasonable attorneys' fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Agreement, any of the Letters of Credit or any Related Document and protection of the rights of the Issuer, the Administrative Agent and each Participant against any of the Applicants, the Guarantors or any of their respective assets; and and (c) all transfer, stamp, documentary or and other similar taxes, assessments or charges (including, without limitation, penalties and interest) levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any Related Document. Each Applicant and each Guarantor hereby agrees to indemnify the Issuer, the Administrative Agent and each Participant and their respective Affiliates, directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to or arising out of this Agreement, or any Related Document of the Issuer and the Participants, or any aspect thereof, or from any actual or proposed use by the Applicants, the Guarantors or any of their respective Affiliates or Subsidiaries of the proceeds of any of the Letters of Credit or from an alleged breach of this Agreement or any Related Document, including, without limitation, the reasonable fees and disbursements of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company agrees to Borrowers, jointly and severally, shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent, the Collateral Agent and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of the Agents (includingAdministrative Agent and the Collateral Agent, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the syndication and distribution (iincluding via the internet or through a services such as Intralinks) of the negotiationcredit facilities provided for herein, the preparation, execution registration and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by JPMorgan, Xxxxxx Xxxxxxx and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of the Lenders JPMorgan and each of the Agents (includingXxxxxx Xxxxxxx, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default the syndication and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise structuring of the Agents' and Lenders' rights under Section 9.3(f) hereofcredit facilities provided for herein, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (d) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent, expensesthe Collateral Agent and/or any Lender (including the documented or invoiced fees, taxes, assessments disbursements and other charges incurred of (i) any counsel for each of the Administrative Agent and the Collateral Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company agrees to pay or reimburse each of -------------- the Lenders Banks and each of the Agents forAdministrative Agent for paying: (a) all reasonable out-of-of- pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special New York counsel to Fleet) Chase), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Basic Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the negotiation of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work- out" (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Company hereunder or under any of the other Basic Documents and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein.. The Company hereby agrees to indemnify the Administrative Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (other than liability of the Administrative Agent to any Bank) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings and whether or not the Administrative Agent or such Bank or other Person is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Credit Agreement ---------------- -61-

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of each Bank and the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownXxxxx, RudnickXxxxxx & Xxxxxx, Freed & GesmerLLP, special New York counsel to Fleet) the Agent, and Rothschild & Quaid, LLP, Citi's counsel, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of Bank and the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Bank, whether or not the Agent or any Bank is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Company of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of CREDIT AGREEMENT the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadley & GesmerMcCloy LLP, special New York counsel to FleetJPMCB) in connection with connectiox xxxx (i) the xxx negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Credit Documents, the making of the Loans hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans credit facilities hereby provided and (iiiii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Credit Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Authority in respect of this Agreement or any of the other Loan Credit Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Credit Document or any other document referred to therein. The Borrower hereby agrees to indemnify the Administrative Agent, each Lender, the Affiliates of the Administrative Agent and of each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent or any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans or Letters of Credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the Loans or Letters of Credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the CREDIT AGREEMENT Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, any Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) such Agent, together with the reasonable fees and expenses of each local counsel to such Agent, in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the Security Documents and the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all any Agent for any Lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) any Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and expenses syndication of each any of the Lenders and each of the Agents Loan Documents (including, without limitation, the reasonable fees advertising, marketing, printing, publicity, duplicating, mailing and expenses similar expenses) or any of legal counsel) in connection with the Obligations; (id) any Default and Agent or any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) any Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Loan Security Document or any other document referred to herein or therein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or any Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agents under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or such Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to Section 1129 of the Bankruptcy Code and all other customary out- of-pocket expenses incurred by such Lender or such Agent in connection with such matters, together with interest thereon at the Past Due Rate applicable to U.S. Loans on each such amount from the due date of payment until the date of reimbursement to such Lender or such Agent.

Expenses Etc. The Company agrees to Borrower shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent and expenses of the Agents (includingits Affiliates, without limitation, including the reasonable fees and expenses documented or invoiced fees, charges and disbursements of Browncounsel for the Administrative Agent, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the syndication and distribution (iincluding via the internet or through a services such as Intralinks) of the negotiationcredit facilities provided for herein, the preparation, execution registration and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and expenses their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of the Lenders JPMorgan and each of the Agents (includingDeutsche Bank Securities Inc., without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise syndication of the Agents' credit facilities provided for herein, provided that such fees, charges and Lenders' rights under Section 9.3(f) hereofdisbursements of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (d) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent and/or any Lender (including the documented or invoiced fees, expenses, taxes, assessments disbursements and other charges incurred of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. (a) The Company agrees to shall pay or reimburse each of the Lenders and each of the Agents for: (ai) all reasonable out-of-pocket costs and expenses of the Agents (includingincurred by CDI, without limitation, including the reasonable fees fees, charges and expenses disbursements of Browncounsel for CDI, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the preparation the Documents or any amendments, modifications or waivers of the provisions thereof (i) whether or not the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereundertransactions contemplated hereby or thereby shall be consummated), (ii) reasonable fees, charges and disbursements of counsel for the syndication Purchasers other than CDI, in connection with the review and negotiation of the Commitments and the Loans and Documents, (iii) reasonable fees, charges and disbursements of one counsel for the negotiation Purchasers other than CDI, in connection with any amendments, modifications or preparation waivers of the provisions of the Documents (iv) any stamp or similar taxes which may be determined to be payable in connection with the execution, delivery or performance of the Documents or any modification, supplement amendment or waiver of any alteration of the terms of this Agreement or any provisions of the other Loan Documents and any issue taxes in respect of the issuance of any Purchased Securities to the Purchasers and (whether or not consummated); (bv) all reasonable out-of-pocket costs expenses incurred by the Purchasers including the fees, charges and disbursements of any counsel for the Purchasers, in connection with the enforcement or protection of its rights in connection with the Documents, including its rights under this Section, or in connection with the Purchased Securities, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of each of such Securities. (b) The Company shall indemnify the Lenders Purchasers and each of the Agents their respective Affiliates (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including, without limitationlimitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not such Indemnitee is a party thereto), including the reasonable fees fees, charges and expenses disbursements of legal counsel) any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with with, or as a result of (i) the execution, delivery or performance of any Default and any enforcement Document or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise consummation of the Agents' and Lenders' rights under Section 9.3(f) hereofTransactions or any other transactions contemplated hereby, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the enforcement foregoing, whether based on contract, tort or any other theory and regardless of this Section 12.3whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee or any Affiliate of such Indemnitee (or of any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee's Affiliates) or to the extent such damages constitute special, indirect or consequential damages (as opposed to direct or actual damages); and provided further that, for the purposes of the foregoing proviso, the Company and its Subsidiaries shall be deemed not to be Affiliates of any Purchaser. (c) all transferTo the extent permitted by applicable law, stampthe Company shall not assert, documentary and it hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or other similar taxespunitive damages (as opposed to direct or actual damages) arising out of, assessments in connection with, or charges levied by any governmental or revenue authority in respect of as a result of, this Agreement or any other Document, the Transactions or the use of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection proceeds of any security interest contemplated by any Loan Document or any other document referred to thereinthe Purchased Securities (d) All amounts due under this Section shall be payable promptly after written demand therefor.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Ad- ministrative Agent (including, without limitation, the reasonable reason- able fees and expenses of BrownMilbank, RudnickTweed, Freed Xxxxxx & GesmerXxXxxx, special spe- cial New York counsel to FleetChase) in connection with (i) the negotiationne- gotiation, preparation, execution and delivery of this Agreement Agree- ment and the other Loan Documents and the extensions making of the exten- sions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or Credit Agreement preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses ex- penses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivershipreceiver- ship, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring restructur- ing or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Se- curity Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages. The Company hereby agrees to indemnify the Adminis- trative Agent and each Lender and their respective directors, officers, trustees, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, li- abilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, li- abilities, claims, damages or expenses incurred by the Adminis- trative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsid- iaries of the proceeds of any of the extensions of credit here- under, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses in- curred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the gener- ality of the foregoing, the Company will indemnify the Adminis- trative Agent and each Credit Agreement Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against any Property covered by the Mortgages or any part of the collateral thereunder in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Company and its Subsidiaries, at such site or facility.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Notes and the extensions making of credit hereunder, the Loans hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents Notes (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Banks and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel and allocated costs of in-house counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial 77 - 73 - or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Notes or any other document referred to herein or therein herein. The Company hereby agrees to indemnify the Administrative Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of any security interest contemplated by any Loan Document the gross negligence or any other document referred willful misconduct of the Person to thereinbe indemnified).

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special outside legal counsel to Fleet) Agent in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the extensions making of credit the Loans hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred by Agent in connection with the preparation, documentation, administration and expenses of each syndication of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees marketing, printing, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(fLoans; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Loan Document document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts (including reasonable attorneys' fees) reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other document referred Loan Document, to thereinprotect Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and reasonable fees and expenses incurred in connection with any action pursuant to Section 1129 of the Bankruptcy Code and all other customary and reasonable out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Base Rate on each such amount until the earlier of payment or ten (10) days after written demand therefor, and if such amount has not been paid within ten (10) days after written demand therefor, at the Past Due Rate until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to Borrowers, jointly and severally, shall pay or reimburse each of the Lenders and each of the Agents for: (a) all reasonable and documented out-of-pocket costs expenses incurred by the Administrative Agent, the Collateral Agent, the Term Lenders and expenses their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for each of the Agents (including, without limitationAdministrative Agent, the reasonable fees Collateral Agent, and expenses of Brownthe Term Lenders, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the syndication and distribution (iincluding via the internet or through a services such as Intralinks) of the negotiationcredit facilities provided for herein, the preparation, execution registration and delivery administration of this Agreement and the other Loan Documents and the extensions of credit hereunderor any amendments, (ii) the syndication modifications or waivers of the Commitments and the Loans and (iii) the negotiation provisions hereof or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); , (b) all reasonable and documented out-of-pocket costs expenses incurred by the Lead Arrangers (including but not limited to reasonable and documented expenses of each due diligence investigation, syndication expenses, travel expenses and fees, disbursements and other charges of the Lenders and each of the Agents (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise syndication of the Agents' and Lenders' rights under Section 9.3(f) hereofcredit facilities provided for herein, (xc) bankruptcyall reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, insolvencyamendment, receivership, foreclosure, winding up renewal or liquidation proceedingsextension of any Letter of Credit or any demand for payment thereunder, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (cd) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents Document or any other document referred to herein or therein therein, and (e) all reasonable costsdocumented out-of-pocket expenses incurred by the Administrative Agent, expensesthe Collateral Agent, taxesany Issuing Bank and/or any Lender (including the documented or invoiced fees, assessments disbursements and other charges incurred of (i) one counsel for the Administrative Agent, (ii) one counsel to the Term Lenders licensed in the State of New York and in Bermuda and Ireland, (iii) Evercore as the financial advisor for the Term Lenders, and (iv) to the extent the Administrative Agent deems necessary, one counsel to the Administrative Agent where any Obligor is organized, has its chief executive office or has assets with a material value) in connection with any filingthe enforcement, registration, recording collection or perfection protection of any security interest contemplated by any Loan Document its rights in connection with this Agreement or any other document referred Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to thereinthe replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 10 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent, together with the reasonable fees and expenses of each local counsel to Agent, in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the Security Documents and the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses of each not to exceed $10,000) of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees advertising, marketing, printing, publicity, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' Loans and Lenders' rights under Section 9.3(fLetter of Credit Liabilities; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, the Title Insurance Policies, any Loan Security Document or any other document referred to herein or therein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to Section 1129 of the Bankruptcy Code and all other customary out-of-pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Past Due Rate on each such amount until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar for: : (a) all reasonable out-of-pocket costs and expenses of the Agents Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); Agreement; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Collateral Agent, the Securities Intermediary, the Custodial Agent and each of the Agents Securities Registrar (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation or incurred in connection with causing the Trust or other involvement with (w) the exercise of Property Trustee to satisfy its obligations under the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up Stock Purchase Contracts or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) Stock Purchase Contract Agreement and (ii) the enforcement of this Section 12.3; and 12.06; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and, subject to Section 10.01(b) and the last sentence of Section 10.02, other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by any Loan Document or the Collateral Agent and (except in the case of legal counsel) consented to by the Company under Section 10.11; and (e) any other document referred to thereinout-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Securities Intermediary, the Custodial Agent and the Securities Registrar in connection with the performance of their duties hereunder.

Expenses Etc. The Company Borrower agrees to pay or reimburse ------------- each of the Lenders Lenders, the Administrative Agent and each of the Agents Arranger for: (a) all reasonable out-of-pocket costs and expenses of the Agents (includingAdministrative Agent and the Arranger, without limitation, including the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Arranger, in connection with (i) the negotiation, preparation, execution and -93- delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.04; and (c) all transfer, stamp, mortgage recording, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to Liens created pursuant to any mortgages at any time securing any obligations hereunder. The Borrower hereby agrees to indemnify the Administrative Agent, the Arranger and each Lender and their respective directors, officers, employees, attorneys and agents (each, an "indemnified person") from, and hold ------------------ each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent or the Arranger to any Lender, whether or not the Administrative Agent, the Arranger or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the indemnified Person). In that connection, the Borrower will not be required to reimburse the indemnified persons for more than one counsel in any jurisdiction, except to the extent that a particular indemnified person may have defenses that are distinct from, or in conflict with, the defenses of other indemnified persons. Without limiting the generality of the provisions of the foregoing paragraph, the Borrower will indemnify the Administrative Agent, the Arranger and each Lender from, and hold the Administrative Agent, the Arranger and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding paragraph (including any Lien filed against any Property covered by any mortgages in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the indemnified Person) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Borrower and its Subsidiaries, at such site or facility.

Expenses Etc. The Company Borrower agrees to pay or reimburse ------------- each of the Lenders Lenders, the Administrative Agent and each of the Agents Arranger for: (a) all reasonable out-of-pocket costs and expenses of the Agents (includingAdministrative Agent and the Arranger, without limitation, including the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Arranger, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.04; and (c) all transfer, stamp, mortgage recording, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Security Document or any other document referred to therein; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to Liens created pursuant to any mortgages at any time securing any obligations hereunder. The Borrower hereby agrees to indemnify the Administrative Agent, the Arranger and each Lender and their respective directors, officers, employees, attorneys and agents (each, an "indemnified person") from, and hold ------------------ each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent or the Arranger to any Lender, whether or not the Administrative Agent, the Arranger or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). In that connection, the Borrower will not be required to reimburse the indemnified persons for more than one counsel in any jurisdiction, except to the extent that a particular indemnified person may have defenses that are distinct from, or in conflict with, the defenses of other indemnified persons. Without limiting the generality of the provisions of the foregoing paragraph, the Borrower will indemnify the Administrative Agent, the Arranger and each Lender from, and hold the Administrative Agent, the Arranger and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding paragraph (including any Lien filed against any Property covered by any mortgages in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, excluding any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents, but including any such Release or threatened Release occurring during such period that is a continuation of conditions previously in existence, or of practices employed by the Borrower and its Subsidiaries, at such site or facility.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forLender for paying: (a) $20,000 in fees and expenses incurred by the Lender in connection with the negotiation and preparation of this Agreement and all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Lender in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Lender (including, without limitation, the reasonable fees and expenses of legal counselcounsels' fees) in connection with (i) any Unmatured Default or Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner therefrom or in connection with the protection or preservation of participation in rights or other involvement with (w) interests or the exercise negotiation of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, any restructuring or other negotiations or proceedings "work-out" (whether or not the workout, restructuring or transaction contemplated thereby is consummated) of the obligations of the Borrower hereunder and under the other Loan Documents and (ii) the enforcement of this Section 12.310.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority Governmental Entity in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein herein. The Borrower hereby agrees (i) to indemnify the Lender and its partners, and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) (whether or not the Lender or such other indemnified Person is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower of the proceeds of any of the extensions of credit hereunder or otherwise relating to this Agreement, including, without limitation, the reasonable costs, expenses, taxes, assessments fees and other charges disbursements of counsel incurred in connection with any filingsuch investigation or litigation or other proceedings (but excluding any such losses, registrationliabilities, recording claims, damages or perfection expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) and (ii) not to assert any security interest contemplated by claim against the Lender, any Loan Document of its affiliates, or any of its respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to any of the transactions contemplated herein or in any other document referred to thereinLoan Document.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forLender for paying: (a) all reasonable out-of-pocket costs and expenses of the Agents Lender (including, without limitation, including the reasonable fees and expenses of BrownXxxx, RudnickScholer, Freed Fierman, Xxxx & GesmerHandler, special and any local counsel to Fleet) the Lender), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Note and the other Loan Documents and the extensions making of credit hereunderthe Loans hereunder (including all reasonable out-of-pocket expenses of the Lender (including fees and expenses of counsel to the Lender) in connection with the preparation, negotiation, review and execution of any documents required pursuant to Section 6 in connection with the making of each Loan), and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modificationamendment, supplement modification or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated)Documents; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Lender (including, without limitation, the including reasonable counsel fees and expenses of legal counselexpenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation therefrom including in or other involvement connection with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) any bankruptcy, insolvency, receivershipliquidation, foreclosurereorganization, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring moratorium or other negotiations similar proceedings involving the Borrower or proceedings (whether FSA or not a "workout" of the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3Loans; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of Agreement, the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, the other Loan Documents or any document referred to therein; and (d) all taxes and assessments, recording fees, registration taxes, title insurance premiums, appraisal fees, costs of surveys, fees of third-party consultants and all other out-of-pocket fees and expenses reasonably incurred by the Lender in connection with any Collateral (including any mortgage loan servicing fees). The Borrower hereby agrees to indemnify the Lender and its directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses (including the reasonable fees and disbursements of counsel) incurred by any of them arising out of or by reason of any claim of any Person relating to or arising out of any Loan Document or resulting from the ownership or financing of any Collateral or any Property or any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by the Borrower of the proceeds of any of the Loans (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Lender or any other document referred Person to thereinbe indemnified).

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Hadlxx & GesmerXcClxx, special xxecial New York counsel to FleetFirst Union) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs or allocated costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees fees, allocated costs and expenses of legal counsel, which may be employees of the Lenders or the Agent) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Company will indemnify the Agent and each Lender from, and hold the Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against all or any part of the Property of the Company and its Subsidiaries in favor of any governmental entity, but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period prior to the termination of the Commitments and the payment in full of the Loans and other amounts owing hereunder and under the other Loan Documents when the Agent or any Lender shall be in possession of any such site or facility following the exercise by the Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents to the extent such Release results from a continuation of conditions previously in existence at, or practices theretofore employed in connection with the operation of, such site or facility.

Expenses Etc. The Company agrees to pay or reimburse each of -------------- the Lenders and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of the Agents Agent (including, without limitation, the reasonable fees and expenses of BrownXxxxx, Rudnick, Freed Xxxxx & GesmerXxxxx, special New York counsel to Fleetthe Agent) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated)) and (iii) the syndication of the Loans hereunder; (b) all reasonable out-of-pocket costs and expenses of each of the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.312.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the foregoing, the Company will indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Lender, whether or not the Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) arising under any Environmental Law as a result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Company or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility as result of the past, present or future operations of the Company or any of its Subsidiaries (or any predecessor in interest to the Company or any of its Subsidiaries).

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Banks and each of the Agents Agent for: (a) all reasonable out-of-pocket costs and expenses of each Bank and the Agents Agent (including, without limitation, the reasonable fees and expenses of Mayer, Brown, Rudnick, Freed Xxxx & GesmerMaw LLP, special New York counsel to Fleetthe Banks) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Basic Documents and the extensions extension of credit hereunder, hereunder and (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of Bank and the Lenders and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.311.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Basic Documents or any other document referred to herein or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Basic Document or any other document referred to therein. The Company hereby agrees to indemnify the Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Agent to any Bank, whether or not the Agent or any Bank is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Company of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse each of the Lenders and each of the Agents for: within 30 days after written demand (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, Agent for paying the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special legal counsel to Fleet) Agent, together with the reasonable fees and expenses of each local counsel to Agent, in connection with (i) the preparation, negotiation, preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the extensions making of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement Agreement, the Letters of Credit or any of the other Loan Documents (whether or not consummated)Document; (b) all Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and expenses of each syndication of the Lenders and each Loans or any of the Agents Loan Documents (including, without limitation, the reasonable fees advertising, marketing, printing, publicity, duplicating, mailing and expenses of legal counselsimilar expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' Loans and Lenders' rights under Section 9.3(fLetter of Credit Liabilities; (d) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any of the other Loan Documents Document or any other document referred to herein or therein and therein; (e) Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated by this Agreement or any Loan Document document referred to herein; and (f) following the occurrence and during the continuation of an Event of Default (or, in connection with the protection of the Collateral, after a Default), any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other document referred Loan Document, to therein.appraise, evaluate, monitor, administer and protect the Collateral, to realize on the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation and to the maximum extent not prohibited by applicable law, reasonable fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in

Expenses Etc. The Company agrees to pay Whether or reimburse each of the Lenders and each of the Agents for: (a) all reasonable out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement or waiver of not any of the terms of transactions contemplated by this Agreement are consummated, the Borrower agrees to reimburse (or any of cause to be reimbursed) the other Loan Documents (whether or not consummated); (b) Administrative Agent and each Bank Senior Lender on demand for all reasonable out-of-pocket costs and expenses of each of the Lenders Bank Senior Lenders, and each the Administrative Agent (including without limitation all commissions, charges, costs and expenses, if any, for the conversion of the Agents (includingcurrencies, without limitation, the reasonable fees and expenses of legal counsel, consultants and advisors and travel-related costs and expenses) made, paid, suffered or incurred in connection with (ia) the preparation, negotiation, execution and delivery, syndication (both before and after the Closing Date) and, where appropriate, authentication, registration and recordation of this Agreement, the other Financing Documents and any other documents and instruments related hereto or thereto (including legal opinions), (b) any Default and amendment or modification to, or the protection or preservation of any enforcement right or collection proceedings resulting therefromclaim under, includingor consent or waiver in connection with, without limitationthis Agreement or any other Financing Document, all manner of participation in any such other document or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereofinstrument related hereto or thereto or any Collateral, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c) the authentication, registration, translation, syndication and recordation (where appropriate) and the delivery of the evidences of indebtedness relating to the Bank Senior Loans and the disbursements thereof and (d) the syndication, administration and enforcement (including with respect to a workout) of this Agreement, the other Financing Documents and any other documents and instruments referred to herein or therein. The Borrower hereby agrees to indemnify the Administrative Agent and each Bank Senior Lender and their respective directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all transfer, stamp, documentary claims or Losses incurred by it arising out of or by reason of any investigation or litigation or other similar taxesproceedings (including without limitation any threatened investigation or litigation or other proceedings) relating to, assessments arising out of or charges levied resulting from the Bank Senior Loans or any actual or proposed use by the Borrower or the Partnership of the proceeds of the Bank Senior Loans, including without limitation the fees and disbursements of counsel incurred in connection with any governmental such investigation or revenue authority litigation or other proceedings. Without limiting the generality of the foregoing, the Borrower shall indemnify the Administrative Agent and each Bank Senior Lender and their respective directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any claims or Losses, including without limitation those described in respect the preceding sentence relating to any Environmental Law including without limitation those arising as a result of the past, present or future operations of the Partnership or any of its Affiliates (or any predecessor in interest to the Partnership or any of its Affiliates) or the environmental contamination of any site or facility owned, operated or leased at any time by the Partnership or any of its Affiliates (or any such predecessor in interest), any Release or threatened Release of any Hazardous Substance by the Partnership or any of its Affiliates (or any such predecessor in interest) at or from any such site or facility, or any claim or Loss relating to any Environmental Law in connection with the Xxxxx Project including without limitation any such claim or Loss, arising as a result of operations, environmental contamination or any Release or threatened Release that shall occur during any period when the Administrative Agent or any Bank Senior Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank Senior Lender of any of its rights and remedies under this Agreement or any of the other Loan Documents Security Documents, that is related to the operations, compliance, environmental contamination or any other document referred Release or threatened Release occurring prior to herein such period or therein and all reasonable costsrelates to conditions previously in existence, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated practices employed by any Loan Document the Partnership or any other document referred of its Affiliates, at such site or facility and the Borrower waives any rights it may have under any Environmental Law relating to thereinthis indemnity or the Administrative Agent or any Bank Senior Lender.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of to the Lenders and each of the Agents for: Secured Parties (ai) all reasonable and documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with (i) the negotiation, preparation, execution execution, and delivery of this Agreement and the other Loan Documents documents to be delivered hereunder or in connection herewith, including the reasonable and the extensions documented third-party fees and out-of-pocket expenses of credit hereundertheir counsel, their insurance consultant, any independent engineers and other advisors or consultants retained by them, (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of or modifications of or waivers or consents under this Agreement or the syndication other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel with respect thereto; provided, that, at the request of the Commitments and Borrower, the Loans and Administrative Agent shall consult with the Borrower at its request regarding the estimated amount of expenses that would be incurred, (iii) all Additional Expenses and (iv) all costs and expenses (including fees and expenses of counsel) incurred by any Secured Party (for the negotiation account of such Secured Party), if any, in connection with any restructuring or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents workout proceedings (whether or not consummated); ) and the other documents delivered thereunder or in connection therewith. (b) The Borrower agrees to timely pay in accordance with applicable Law any and all reasonable out-present or future stamp, transfer, recording, filing, court, documentary and other similar Taxes payable in connection with the execution, delivery, filing, recording of-pocket costs , from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Loan Documents, and expenses of each of agrees to save the Lenders and each of the Agents (includingharmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such Taxes, without limitationin each case, as the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereof, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and same are incurred. (c) Once paid, all transfer, stamp, documentary fees or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement amounts or any of part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any other document referred to herein or therein circumstances, regardless of whether any such transactions are [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and all reasonable costs, expenses, taxes, assessments filed separately with the Securities and Exchange Commission. consummated. All fees and other charges incurred amounts payable hereunder shall be paid in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or any other document referred to thereinDollars and in immediately available funds.