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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇▇ 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 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 Brown▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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. (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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ ▇▇▇▇ 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 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 & GesmerMc▇▇▇▇, special spe▇▇▇▇ ▇ew 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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 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 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, Rudnick▇▇▇▇▇ & ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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 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 4.1), 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 12.314.3; 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 Security Document or any other document referred to therein.

Expenses Etc. The Company agrees State Auto Mutual and State Auto Financial jointly and severally agree to pay or reimburse each of the Lenders and each of the Agents Administrative Agent for: (a) all reasonable and documented out-of-pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable and documented fees and expenses of BrownMilbank, RudnickTweed, Freed Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 making of credit hereunder, the Loans under the Credit Agreement 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 Put Event (and any event that with notice or lapse of time or both would become a Put Event) and any enforcement or collection proceedings with respect to any Basic Document 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 12.35.03; 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. Each of State Auto Mutual and State Auto Financial hereby jointly and severally agrees to indemnify the Administrative Agent 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 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 or arising out of the Loans under the Credit Agreement or any actual or proposed use by the Company of the proceeds thereof or otherwise relating to or arising out of any Basic Document, 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 claimed by an Indemnified Person to the extent finally determined by a court of competent jurisdiction to have been incurred directly and primarily by reason of the gross negligence or willful misconduct of such Indemnified Person. Promptly after receipt by any Indemnified Person of notice of any security complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, such Indemnified Person will notify State Auto Mutual in writing of such complaint or of the commencement of such action or proceeding, but failure so to notify State Auto Mutual will not relieve the State Auto Obligors from any liability which the State Auto Obligors may have hereunder or otherwise, except to the extent that such failure materially prejudices the rights of the State Auto Obligors. If so elected by either State Auto Obligor, such State Auto Obligor will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and disbursements of such counsel. In the event, however, that such Indemnified Person determines in its reasonable judgment that having common counsel would present such counsel with a conflict of interest contemplated by or if neither State Auto Obligor assumes the defense of the action or proceeding in a timely manner, then such Indemnified Person may employ separate counsel to represent or defend such Indemnified Person in any Loan Document such action or proceeding and the State Auto Obligors jointly and severally agree to pay or reimburse such Indemnified Person for the reasonable fees and disbursements of such counsel, PROVIDED, however, that the State Auto Obligors will not be required to pay or reimburse the fees and disbursements of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single action or proceeding. In any action or proceeding the defense of which a State Auto Obligor assumes, the Indemnified Person (a) will cooperate with the such State Auto Obligor in defending such action or proceeding, but the State Auto Obligors jointly and severally agree to pay or reimburse all expenses of such Indemnified Person of so cooperating and (b) will have the right to participate in such litigation and to retain its own counsel at such Indemnified Person's own expense. No Indemnified Person shall be responsible or liable to State Auto Mutual or any of its Subsidiaries, the Company or any other document referred to thereinPerson for any consequential damages that may be alleged in connection with any of the Basic Documents and the transactions contemplated thereby.

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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial New York counsel to FleetFirst Union, and Fiddler Gonz▇▇▇▇ & ▇odr▇▇▇▇▇, ▇▇ecial 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. 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 Credit Agreement 74 80 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 BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetFirst Union, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, 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 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 CREDIT AGREEMENT 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 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 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. CREDIT AGREEMENT

Expenses Etc. (a) (i) The Company agrees Borrowers agree to pay or reimburse 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 the Administrative ▇▇▇▇▇, co▇▇▇▇▇ to the Collateral Agent, and Ritch, Heather y Mueller, S.C., special Mexican counsel to the Agent▇, ▇▇d ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Dahling LLP, special counsel to FleetComerica Bank, and ▇▇▇▇▇in▇, ▇▇▇▇odu▇▇▇▇▇, 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 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 VVP Syndication in respect of the Agents' and Lenders' rights under Section 9.3(f) hereofDeposit Collateral that VVP Syndication 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 Deposit Collateral and for the care of the Deposit 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 Deposit Collateral provided pursuant to Section 12 hereof. (cb) Each Borrower hereby agrees to indemnify each Loan Party and each Joint Lead 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 Borrowers 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 of the Loan Documents. Nothing herein shall be deemed to thereinlimit the provisions of the Communications Agreement.

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 BrownMilbank, RudnickTweed, Freed Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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, (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)) and (iii) the termination of the Commitments, the payment or prepayment of the Loans, or the release of any collateral under any of the Security 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 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. 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 Credit Agreement 105 - 100 - 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 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 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, ▇▇ecial New York counsel to Chase, and the Law Office of 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; Credit Agreement 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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 H▇▇▇▇▇ & GesmerM▇▇▇▇▇ 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 the Administrative 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 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). 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 BrownMaye▇, Rudnick▇▇ow▇ & ▇lat▇, Freed & Gesmer, special ▇▇ecial New York counsel to FleetTD) 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, 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 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 counselcounsel to the Agent and one additional counsel to 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 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 reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the syndication of the Loans and the Commitments. 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, but subject (in the case of fees and 52 48 expenses of counsel) to the limitations set forth in the immediately preceding paragraph) 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).

Expenses Etc. The Whether or not any Loans are made hereunder, the Company agrees to shall: (a) pay or reimburse each of the Lenders Administrative Agent 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) Bank for all transfer, stampdocumentary, documentary or other stamp and similar taxes, assessments and all recording and filing fees and taxes, payable in connection with, arising out of, or charges levied by in any governmental or revenue authority in respect of this Agreement or any way related to, the execution, delivery and performance of the other Loan Documents or any other document referred to herein or therein the making of the Loans, and all reasonable costs, expenses, taxes, assessments other costs and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any other Loan Document or any other document referred to herein or therein; (b) pay or reimburse the Administrative Agent for all reasonable costs and expenses (including reasonable fees and disbursements of Winthrop, Stimson, Putn▇▇ & ▇obe▇▇▇, ▇▇unsel to the Administrative Agent, and of any appraisers, accountants and other experts employed or retained by the Administrative Agent) incurred by the Administrative Agent in connection with, arising out of, or in any way related to (i) the negotiation, preparation, execution and delivery of (A) this Agreement and the other Loan Documents, (B) whether or not executed, any waiver, amendment, modification or consent thereunder or thereto, (C) the syndication, whether before or after the Agreement Date, of this Agreement, (ii) the administration of and any operations under the Loan Documents, (iii) consulting with respect to any matter in any way arising out of, related to, or connected with, the Loan Documents, including (A) the protection, (c) after the occurrence and during the continuation of a Default, pay or reimburse each Bank for all costs and expenses (including fees and disbursements of one legal counsel and other experts employed or retained by the Banks) incurred by such Bank in connection with, arising out of, or in any way related to (i) consulting with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents or (ii) protecting, preserving, exercising or enforcing any of its rights in, under or related to or the Loan Documents. The Company hereby agrees to indemnify the Administrative Agent, each Bank and their respective 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) arising out of or relating to the entry into of this Agreement or any of the other Loan Documents (or any amendment or other modification hereto or thereto) or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any of the Loans, 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); provided, however, that no indemnitee shall have the right to be indemnified hereunder (i) to the extent that such claims directly relate to or arise solely out of any breach by such indemnitee of its obligations under the Loan Documents, or (ii) to the extent that such claims directly relate to or arise solely out of the relationship between (A) an assignor Bank and an assignee Bank under this Agreement (unless such assignee Bank became such pursuant to an assignment made at the request of the Company as permitted hereunder) or (B) a Bank and a participant of such Bank under this Agreement.

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 BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents making of the Loans hereunder 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 Credit Agreement ---------------- 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 herein. 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 reasonable costsexpenses incurred by any of them (including, expenseswithout limitation, taxesany and all losses, assessments 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 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). 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 reasonable expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or reasonable 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 security interest contemplated site or facility owned, operated or leased at any time by any Loan Document the Company or any other document referred to thereinof its Subsidiaries (or any such Credit Agreement ---------------- 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, 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 Each 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial New York counsel to FleetChase) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents making of the Loans hereunder (subject to the limitations set forth in the commitment letter dated October 4, 1996 from Chase and Chase Securities Inc. addressed to the extensions of credit hereunder, Borrowers) 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, including, if applicable, the 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 Basic Documents or any other document referred to herein herein; provided that COB shall have no such payment or therein reimbursement obligation in connection with Loans made to COFC. 80 -76- Each Borrower hereby agrees to indemnify the Administrative Agent and the Lenders and their affiliates and the respective directors, officers, employees, attorneys and agents thereof 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, and whether or not the Administrative Agent or any Lender is a party to such litigation or other proceedings) relating to this Agreement or the Loans hereunder or any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costsfees and disbursements of counsel, expensesincluding, taxesif applicable, assessments and other charges the allocated costs of in-house 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 willful misconduct of the Person to be indemnified); provided that COB shall have no liability under the foregoing indemnity in connection with events or circumstances relating solely to COFC or any of its Subsidiaries (other document referred to thereinthan COB or any of its Subsidiaries).

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 & Gesmer▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetFirst Union, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, 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 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 Brown▇▇▇▇▇, Rudnick, Freed ▇▇▇▇▇ & Gesmer▇▇▇▇▇, 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. (a) The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forLender for paying: (a1) all reasonable out-of-pocket costs and expenses of the Agents Lender, (including, without limitation, the reasonable fees and expenses of BrownMessrs. Milbank, RudnickTweed, Freed Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇unsel to the Lender and of any local counsel to Fleet) the Lender), in connection with (iA) the negotiation, preparation, execution and delivery of this Agreement Agreement, the Note and the other Loan Basic Documents and the extensions of credit hereunder, (ii) the syndication making of the Commitments Mortgage Loans hereunder (including, without limitation, all reasonable out-of-pocket expenses of the Lender (including fees and expenses of counsel to the Loans Lender) in connection with the preparation, negotiation, review and execution of any documents required pursuant to Section 2.08 and 2.09 hereof in connection with the Addition and/or Release of any Collateral Properties, and (iiiB) 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)Basic Documents; (b2) 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 fees and expenses of legal counselcounsel fees) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting therefrom, therefrom including, without limitation, all manner of participation 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, Ambassador or proceedings any Guarantor or a "workout" of the Mortgage Loans; (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 12.3; and (c3) 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 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 Document this Agreement, the other Basic Documents or any other document referred to therein; and (4) all taxes and assessments, recording fees, registration taxes, title insurance premiums, appraisal fees, costs of surveys, fees of third-party consultants and all other fees and expenses reasonably incurred by the Lender in connection with any Collateral (including, without limitation, all mortgage loan servicing fees incurred in connection with the Collateral). (b) 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 incurred by any of them arising out of or by reason of any claim of any Person (1) relating to or arising out of any Basic Document or the transactions contemplated thereby, (2) resulting from the ownership or Lien on any Collateral Property or receipt of any Rents (as defined in the Security Agreement), (3) relating to any accident, injury to or death of persons or loss of or damage to property occurring, in, on or about any Collateral Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (4) relating to any use, nonuse or condition in, on or about any Collateral Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (5) relating to the performance of any labor or services or the furnishing of any materials or other property in respect of any Collateral Property or any part thereof, or (6) relating to any actual or proposed use by the Borrower of the proceeds of any of the Mortgage Loans, including, 70 without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or other necessary proceedings (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 Person to be indemnified).

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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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 Brown▇▇▇▇▇, Rudnick, Freed ▇▇▇▇▇ & Gesmer▇▇▇▇▇, special New York counsel to Fleet) Chase, CIBC and ING), 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 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 and (whether or not consummated)iii) any release of Collateral pursuant to Section 9.20 hereof; (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 Default, any waiver whatsoever thereof, 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 12.312.03; 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 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 but excluding costs or expenses incurred in connection with negotiating, documenting or effecting any assignment or participation made pursuant to Section 12.06 hereof) 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 each Obligor party hereto hereby agrees 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 (i) 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 (ii) 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 Exhibit 10.1 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 unless such Release is solely the direct result of avoidable conduct on the part of the Administrative Agent or such Lender.

Expenses Etc. (a) The Company agrees Pledgors agree to pay or reimburse each of the Lenders and each of the Agents forLender for paying: (a1) all reasonable out-of-pocket costs and expenses of the Agents Lender (including, without limitation, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Lender), in connection with (iA) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder(B) any amendment, (ii) the syndication of the Commitments and the Loans and (iii) the negotiation or preparation of any modification, supplement modification or waiver of any of the terms of this Agreement requested or any of the other Loan Documents (whether or not consummated)initiated by a Pledgor; (b2) 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 fees and expenses of legal counsel's fees) 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 (c3) 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 Agreement, 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 this Agreement or any other document referred to thereinherein. (1) The Pledgors hereby agree to indemnify 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 incurred by any of them arising out of or by reason of any claim of any Person (1) relating to or arising out of the Charter Documents or the acts or omissions of any Pledgor or any Affiliate thereof or (2) resulting from the ownership of or Lien on any Collateral, 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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 77

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, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 (including▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 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 connectio▇ ▇▇▇▇ (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 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 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 BrownE▇▇▇▇, Rudnick▇▇▇▇▇▇ & M▇▇▇▇▇, Freed & Gesmer, special counsel to FleetLLP) in connection with (i) the negotiation, preparation, execution execution, delivery and delivery administration 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 enforcement, protection of rights 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 (iii) the issuance, amendment, renewal or extension of any Letter of Credit or demand for payment thereunder; 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, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by or asserted against any of them arising out of or by reason of (i) the execution or delivery of this Agreement, any other Basic Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any 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), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by the Company or any of its Subsidiaries, or any liability under any Environmental Law related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company, and regardless of whether any Indemnitee hereunder 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 (x) 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 or (y) result from a claim brought by the Company or any other Obligor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Basic Document, if the Company or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. This Section 11.03 shall not apply with respect to Taxes to the extent that they are subject to Section 5.06 hereof.

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 S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP and G▇▇▇▇▇▇▇ ▇▇▇▇ 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 of (or make provision therefor) the Lenders and each of the Agents Lender for: (a) all reasonable out-of-pocket costs and expenses of the Agents Lender (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to Fleetthe Lender) 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 Advances 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)) or any document prepared pursuant to Section 9.07; (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 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 12.310.03; 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 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 Lender and its 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) relating to the Advances hereunder or any actual or proposed use by the Borrower of the proceeds of any of the Advances 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 Lender from, and hold the 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 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 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 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 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 & Gesmer, special legal 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, (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)) and (iii) the termination of the Commitments, the payment or prepayment of the Loans, or the release of any collateral under any of the Security 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 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. 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). 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, 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, 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 Borrower agrees to pay or reimburse each of the Lenders Lenders, the Administrative Agent and each of the Agents Arrangers for: (a) all reasonable out-of-pocket costs and expenses of the Agents (includingAdministrative Agent, without limitation, and the reasonable fees and expenses of BrownSpecial Counsel, 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, 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 Arrangers 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 Arrangers to any Lender, whether or not the Administrative Agent, the Arrangers 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, 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 Arrangers and each Lender from, and hold the Administrative Agent, the Arrangers 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 the 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 Borrower 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 the Borrower 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 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 BrownMaye▇, Rudnick▇▇ow▇ & ▇lat▇, Freed & Gesmer, special ▇▇ecial 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 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 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 Default, any waiver whatsoever thereof, 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 12.312.03; 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 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 but excluding costs or expenses incurred in connection with negotiating, documenting or effecting any assignment or participation made pursuant to Section 12.06 hereof) 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 -42- 47 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 each Obligor party hereto hereby agrees 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 security interest contemplated site or facility owned, operated or leased by any Loan Document the Company or any other document referred to thereinof 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 unless such Release is solely the direct result of avoidable conduct on the part of the Administrative Agent or such Lender.

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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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. (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 ▇▇▇▇▇ and ▇▇▇ ▇ollateral and Paying Agent, and Ritch, Heather y Mueller, S.C., special Mexican counsel to the Admin▇▇▇▇▇ti▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ 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 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 actually incurred (including, without limitation, the reasonable fees and expenses of Brown▇▇▇▇▇▇, RudnickPrice, Freed Kaufman, Kammholz & GesmerDay, special New York counsel to Fleet) the Banks), 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, 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 actually incurred (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 note 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, 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 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 fees and disbursements of counsel actually 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 Bank, 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.

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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 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 Company hereby agrees to indemnify the Administrative 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, 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). 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 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 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 Barings) in connection with con▇▇▇▇▇on ▇▇▇▇ (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 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetBNY) 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 12.312.04; 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. The Borrower hereby agrees to indemnify 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 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 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, the Borrower will indemnify the Indemnified Parties, and hold 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 the 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 the 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 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, 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, LCPI 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, special New York counsel to FleetLCPI) in connection with ▇▇▇▇ (i) the negotiation▇▇▇ ▇▇gotiation, 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 Credit Agreement ---------------- - 84 - 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, 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, LCPI, the 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 (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 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 (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 of Accounts, as defined therein, are to be made and (y) indemnify Credit Agreement ---------------- the Administrative Agent, LCPI, the Arranger and each Lender from, and hold the Administrative Agent, LCPI, the Arranger 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 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 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, the reasonable fees and expenses of Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) the Lender, including, without limitation, in-house counsel and other related professionals and staff), 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 Lender (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 note consummated), or the workout, restructuring or transaction contemplated thereby is consummated) obligations of the Company hereunder and (ii) the enforcement of this Section 12.311.3; 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 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 promptly indemnify the Lender and its 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) 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 and the Basic Documents, 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 Lender, any 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 Basic Document. Without limiting the generality of the foregoing, the Company will promptly indemnify the Lender from, and hold the Lender harmless against, any losses, liabilities, claims, damages, costs 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 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 or under any of the Security Documents.

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 ▇▇▇▇ & 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 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 connecti▇▇ ▇▇▇h (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); (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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 the Administrative 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 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). 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 Credit Agreement ---------------- -109- 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 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 Brown▇▇▇▇▇, Rudnick▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 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 BrownMaye▇, Rudnick▇▇ow▇ & ▇lat▇, Freed & Gesmer, special ▇▇ecial New York counsel to FleetTD) 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, 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 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 counselcounsel to the Agent and one additional counsel to 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 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 reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the syndication of the Loans and the Commitments. 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, but subject (in the case of fees and expenses of counsel) to the limitations set forth in the immediately preceding paragraph) 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).

Expenses Etc. The Company agrees Parent and the Borrowers 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial New York counsel to FleetNatWest) 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 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 12.312.03; 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 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 Credit Agreement ---------------- 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 Parent and the Borrowers 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 Obligors of 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 such Person's directors, officers, employees, attorneys or agents). Without limiting the generality of the foregoing, the Parent and the Borrowers jointly and severally 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 Parent or any of its Subsidiaries (or any predecessor in interest Credit Agreement ---------------- 178 - 172 - to the Parent 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 Parent 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 Parent and its Subsidiaries, at such site or facility.

Expenses Etc. The Company agrees to pay or reimburse each of the Lenders Lender 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 BrownMaye▇, Rudnick▇▇ow▇ & ▇lat▇, Freed & Gesmer, special ▇▇ecial 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 of credit hereunder, 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 Basic Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of each of the Lenders Lender and each of the Agents Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsel to the Agent and one additional counsel to the Lender) 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; and (d) all reasonable out-of-pocket costs and expenses incurred by the Agent in connection with the syndication of the Loans and the Commitments. The Company hereby agrees to indemnify the Agent and the 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 the Lender, whether or not the Agent or the Lender is a party thereto, but subject (in the case of fees and expenses of counsel) to the limitations set forth in the immediately preceding paragraph) 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).

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents forreimburse: (a) the Arranger and the Administrative Agent for paying all reasonable out-of-pocket costs and expenses of the Agents Arranger and the Administrative Agent (including, without limitation, to the extent separately agreed between the Administrative Agent and the Borrower, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed Had▇▇▇ & GesmerMcC▇▇▇ ▇▇P, 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 making of the extensions of credit Loans hereunder, (ii) the syndication of the Commitments negotiation 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), and (iii) the syndication of the credit facilities provided for herein; (b) all each Bank and the Administrative Agent for paying its 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 its 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 (wii) 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 (iiiii) the enforcement of this Section 12.312.03; and (c) each Bank and the Administrative 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 or any other document referred to herein or therein herein. The Borrower hereby agrees to indemnify the Arranger, 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 and expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages and 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 Bridge Credit Agreement ----------------------- 56 -52- 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 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). Without limiting the generality of the foregoing, the Borrower will indemnify the Arranger, the Administrative Agent and each Bank from, and hold the Arranger, the Administrative Agent and each Bank 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 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 security interest contemplated site or facility owned, operated or leased by any Loan Document the Borrower or any other document referred to thereinof its Subsidiaries (or any such predecessor in interest), or any release (within the meaning of any Environmental Law) or threatened release of any hazardous materials (within the meaning of any Environmental Law) 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 Bank shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank of any of its rights and remedies hereunder.

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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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.

Expenses Etc. The Company agrees Borrowers agree 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 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 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 12.312.03; and (c) all transfer, stamp, documentary documentary, recording 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 herein. The Borrowers hereby agree 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 (without duplication of anything covered by Section 5 hereof) 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 any Borrower or any of their 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 Amended and Restated Credit Agreement 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetChase, and Fiddler ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Puerto Rico counsel to Chase) 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 12.312.03; 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 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 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 of the Existing Subsidiary Guarantee and Security Agreement and the New 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 the 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 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 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 Brown, Rudnick, Freed & Gesmer, special counsel to Fleet) Special Counsel 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 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 counselcounsel provided, that the Company shall not be obligated to reimburse the Banks and the Administrative Agent for more than one law firm (and, in addition to such law firm, any local counsel engaged in each relevant jurisdiction by such law firm) as counsel for the Banks and the Administrative Agent unless there is a conflict between any Bank and one or more of the other Banks or the Administrative 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 Notes or any other document referred to herein or therein and all reasonable costsherein, expenses, except for any such taxes, assessments or charges imposed as a result of an assignment or participation (“Other Taxes”). 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 charges 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 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). Notwithstanding anything to the contrary contained herein, to the extent permitted by applicable law, the Company shall not assert and hereby waives any security interest claim against any indemnified party, 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 or any agreement or instrument contemplated by hereby, the transactions contemplated hereby, any Loan Document or any other document referred to thereinthe use of the proceeds thereof.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders Lenders, LCPI 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 reason able fees and expenses of BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetLCPI) 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 12.312.04; 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, LCPI, the 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 (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 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 (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 of Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent, LCPI, the Arranger and each Lender from, and hold the Administrative Agent, LCPI, the Arranger 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 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 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 Browntheir counsel, Rudnick(ii) due diligence expenses, Freed & Gesmerincluding title insurance reports and policies, special counsel to Fleetsurveys, title and lien searches, Appraisals, the Environmental Report, and (iii) insurance consultants in connection with (iA) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunderDocuments, (iiB) the syndication creation, perfection or protection of the Commitments and Liens to be created by the Loans Security Documents, and (iiiC) 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 Documents, if requested by Borrower, (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, 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, (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 12.39.03; 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. 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), Rudnickincluding the reasonable and documented or invoiced fees, Freed charges and disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇▇▇ LLP (and including one local counsel in each applicable jurisdiction), 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 Facility, 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 (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 Facility, (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 Loans 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 pay or reimburse each of ------------- the Lenders Banks, the Swingline 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to Fleet) the Banks and the Swingline Bank, 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 modificationamendment, supplement modification 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 telephone, telex and courier expenses of legal counseland printing and publishing costs) in connection with the negotiation, syndication and execution of this Agreement and the other Credit Documents; (ic) any Default all reasonable costs and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) the exercise expenses of the AgentsBanks, the Swingline Bank and the Administrative Agent (including reasonable counsels' fees and Lenders' rights under Section 9.3(fallocated expenses of in-house lawyers) 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) in connection with the enforcement of this Section 12.3Agreement or any of the other Credit Documents; 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 Agreement, any of the other Loan Credit Documents or any other document referred to herein or therein 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 (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 Credit Agreement ---------------- 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 agree, jointly and severally, 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 H▇▇▇▇▇ & GesmerM▇▇▇▇▇, 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 Agent (including, without limitation, the reasonable fees and expenses of legal counselcounsel for the 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 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 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 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 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 (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 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 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 fee▇ ▇▇▇ ▇▇▇▇▇▇▇s ▇▇ ▇ender'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 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 Hadley & GesmerMcCloy, special New York counsel to Fleet) Chase), in connection with conn▇▇▇▇▇▇ wi▇▇ (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 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.

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 ▇▇▇▇ (i▇) the negotiation▇▇e n▇▇▇▇▇ation, 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. (a) The Company Borrower agrees to pay or reimburse each (i) the Administrative Agent, subject to such limitations as have heretofore been agreed between the Borrower and the Lead Arrangers, for all of the Lenders its reasonable and each of the Agents for: (a) all reasonable documented out-of-pocket costs and expenses of the Agents (including, without limitation, the reasonable and documented fees and expenses of Brown, Rudnick, Freed White & GesmerCase LLP, special New York counsel to Fleetthe Administrative Agent, and Brigard & ▇▇▇▇▇▇▇, special Colombian counsel to the Administrative 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 Administrative Agent and each of the Lenders for all of their reasonable and documented out-of-pocket costs and expenses of each of the Lenders and each of the Agents (including, without limitation, the reasonable and documented 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 or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any bankruptcy or insolvency proceedings. (b) The Borrower hereby indemnifies each Indemnified Party from and against, and agrees to hold them harmless against, any and all claims, damages, losses, liabilities, obligations, penalties, actions, judgments, suits, and reasonable and documented costs and expenses (including, without limitation, all manner the reasonable and documented fees and disbursements of participation counsel), that may be incurred by or asserted or awarded against any Indemnified Party(including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith), in each case arising out of or in connection with or by reason of this Agreement or any of the other Loan Documents, the Equity Contribution or the Acquisition or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Loans, provided that the foregoing indemnity will not, as to any Indemnified Party, apply to any such claim, damage, loss, liability, obligation, penalty, action, judgment, suit, cost or expense to the extent that it is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnified Party's gross negligence, bad faith or willful misconduct (including, without limitation, as a result of a material breach in bad faith by such Indemnified Party of its express contractual obligations under this Agreement). In the case of an investigation, litigation or other involvement with (wproceeding to which the indemnity in this Section 11.03(b) the exercise of the Agents' and Lenders' rights under Section 9.3(f) hereofapplies, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the workoutBorrower, restructuring an Indemnified Party, any of their respective directors, security holders or transaction creditors or any other Person, or an Indemnified Party is otherwise a party thereto and whether or not any of the conditions precedent set forth in Section 6 hereof are satisfied or the other transactions contemplated thereby is hereby are consummated) . The Borrower also agrees not to assert, and (ii) the enforcement hereby irrevocably waives, any claim against any Indemnified Party, on any theory of this Section 12.3; and (c) all transferliability, stampfor consequential, documentary indirect, special or other similar taxes, assessments punitive damages arising out of or charges levied by any governmental or revenue authority in respect of otherwise relating to this Agreement or any of the other Loan Documents or any other document referred to herein of the transactions contemplated hereby or therein and all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording thereby or perfection the actual or proposed use of any security interest contemplated by any Loan Document or any other document referred to thereinthe proceeds of the Loans.

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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetFirst Union, and Fiddler ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, 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 CREDIT AGREEMENT 74 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 Each Borrower severally agrees to pay or reimburse each ------------- of the Lenders and each the Agent, as the case may be, within 15 days after receipt of the Agents forwritten demand for such Borrower's Allocable Portion (as hereinafter defined) of: (a) 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 New York counsel to Fleet) the 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 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 the fees and expenses of -------- the Agent and of counsel to the Agent and the Lenders in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents shall be payable by the Borrowers only to the extent specified in the letter agreement dated September 5, 1995 among the Agent and the Obligors, and provided, further, that the fees and expenses of counsel to the Agent in -------- ------- connection with the negotiation, preparation, execution and delivery of this Agreement and the other Credit Documents shall not be payable by the Lenders. Each Borrower hereby severally agrees (i) to indemnify the Agent and each Lender and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against such Borrower's Allocable Portion (as hereinafter defined) of 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) 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 Agent and any Lender or Lenders) (whether or not the 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 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. As used in this Section 13.03, a Borrower's "Allocable Portion" of any Loan Document cost, expense or other amount payable under this Section 13.03 shall mean (a) if such cost, expense or other amount is directly attributable to the Loans made to such Borrower or any action taken or omitted to be taken by such Borrower, 100% of such amount and (b) if such cost, expense or other document referred amount is not directly attributable to thereinone or more specific Borrowers, such amount multiplied by (i) if Loans are outstanding, the percentage equivalent of a fraction the numerator of which is the principal amount of Loans outstanding to such Borrower and the denominator of which is the aggregate amount of Loans outstanding to all Borrowers and (ii) if no Loans are outstanding, 25%.

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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetFirst Union, and Fiddler ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, special Puerto CREDIT AGREEMENT 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 the Mortgages. 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 CREDIT AGREEMENT 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 of the Existing Subsidiary Guarantee and Security Agreement and 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 the 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 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 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ 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 Credit Agreement ---------------- - 115 - 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, trustees, investment advisors, 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 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 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 Brown, Rudnick, Freed & Gesmer, special legal 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, (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)) and (iii) the termination of the Revolving Credit Commitments, the payment or prepayment of the Loans, or the release of any collateral under any of the Security 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 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. 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). 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, 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 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 BrownKat▇▇▇ ▇▇▇▇▇▇ ▇▇v▇▇, Rudnick, Freed & Gesmer, special ▇pecial counsel to FleetLender and the reasonable fees and expenses of Lender'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 101 108 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 BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, special New York counsel to FleetFirst Union, and Fiddler ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, 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 the Mortgages. 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 of the Existing Subsidiary Guarantee and Security Agreement and 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 the 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 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 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 ▇▇▇▇ (i) the negotiation▇▇▇ ne▇▇▇▇▇tion, 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 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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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 other 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 Pledge 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 (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 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 Bank from, and hold the Administrative Agent and each Bank 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 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 Bank shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank of any of its rights and remedies hereunder or under any of the Pledge 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 and the Administrative 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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, 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 Credit Agreement 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 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 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 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 & Gesmer▇▇▇▇▇ 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 therein11.03.

Expenses Etc. The Company Each 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 H▇▇▇▇▇ & GesmerM▇▇▇▇▇ LLP, special New York counsel to FleetJPMorgan) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents making of the Loans hereunder 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 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, including, if applicable, the 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 Basic Documents or any other document referred to herein herein; provided that COB shall have no such payment or therein reimbursement obligation in connection with Loans made to COFC. Each Borrower hereby agrees to indemnify the Administrative Agent and the Lenders and their affiliates and the respective directors, officers, employees, attorneys and agents thereof 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, and whether or not the Administrative Agent or any Lender is a party to such litigation or other proceedings) relating to this Agreement or the Loans hereunder or any actual or proposed use by any Borrower or any of its Subsidiaries of the proceeds of any of the Loans hereunder, including, without limitation, the reasonable costsfees and disbursements of counsel, expensesincluding, taxesif applicable, assessments and other charges the allocated costs of in-house 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 willful misconduct of the Person to be indemnified); provided that COB shall have no liability under the foregoing indemnity in connection with events or circumstances relating solely to COFC or any of its Subsidiaries (other document referred to thereinthan COB or any of its Subsidiaries).

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. The Company Borrower agrees to pay or reimburse (a) each of the Lenders Administrative Agent and each the 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇ LLP, special New York counsel to Fleetthe Administrative Agent, and of ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, S.C., special Mexican counsel to the Administrative Agent, and printing, reproduction, document delivery, communication and travel costs) in connection with (i) the syndication, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Guaranty Agreement and the extensions of credit hereunder, (ii) the syndication making of the Commitments Loans hereunder (subject to such limit as has heretofore been agreed in writing) and (b) each of the Administrative Agent, the Lead Arranger, and the Loans Banks for all of their reasonable and documented out-of-pocket costs and expenses (iiiincluding, without limitation, the reasonable and documented fees and expenses of legal counsel) in connection with the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement, the Notes and the Guaranty Agreement or any of and the other Loan Documents documents referred to herein (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 therefromfrom the occurrence of an Event of Default hereunder. The Borrower hereby indemnifies the Administrative Agent, the Lead Arranger and the Banks and their respective directors, officers, employees, attorneys and agents (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, judgments, suits, costs and expenses of any kind (including, without limitation, all manner reasonable fees and disbursements of participation counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or other involvement in connection with (w) or relating to any investigation, litigation or proceeding or the exercise preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement, any Note or the Guaranty Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Agents' and Lenders' rights under Section 9.3(f) hereofLoans, (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 such investigation, litigation or proceeding is brought by the workoutBorrower, restructuring any of its shareholders or transaction contemplated thereby creditors, an Indemnified Party or any other Person, or an Indemnified Party is consummated) otherwise a party thereto, and (ii) the enforcement of this Section 12.3; and (c) all transfer, stamp, documentary whether or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or not any of the conditions precedent set forth in Section 6 are satisfied or 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 transactions contemplated by any Loan Document this Agreement are consummated, except to the extent such claim, damage, loss, liability, obligation, penalty, action, judgment, suit, cost or any other document referred expense is found in a final, non-appealable judgment by a court of competent jurisdiction to thereinhave resulted from Credit Agreement such Indemnified Party's gross negligence or wilful misconduct.

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-of- pocket costs and expenses of the Agents Administrative Agent (including, without limitation, the reasonable fees and expenses of BrownMilbank, RudnickTweed, Freed ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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 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 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 Credit Agreement ---------------- 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 documentary, recording 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 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 (without duplication of anything covered by Section 5 hereof) 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 (and, in the case of clauses (b) and (c) below, each Subsidiary Borrower) agrees to pay or reimburse each of the Lenders and each of the Agents for: reimburse: (a) the Administrative Agent for paying 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, special New York counsel to FleetChase) in connection with connecti▇▇ ▇▇▇h (i▇) the ▇▇▇ negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents making of the Loans hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments negotiation 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 each Bank and the Administrative Agent for paying its 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 its 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 (wii) 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 any Borrower 364-Day Credit Agreement hereunder and (iiiii) the enforcement of this Section 12.312.03; and (c) each Bank and the Administrative 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 or any other document referred to herein or therein herein. Each Borrower 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 and expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages and 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 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 the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, each Borrower will indemnify the Administrative Agent and each Bank from, and hold the Administrative Agent and each Bank 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 security interest contemplated site or facility owned, operated or leased by any Loan Document the Company or any other document referred to thereinof its Subsidiaries (or any such predecessor in interest), or any release (within the meaning of any Environmental Law) or threatened release of any hazardous materials (within the meaning of any Environmental Law) 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 Bank shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank of any of its rights and remedies hereunder.

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 ▇▇▇▇ (i▇) the negotiation▇▇e n▇▇▇▇▇ation, 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 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 of the Lenders Banks 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 ▇▇▇▇▇▇ & Gesmer▇▇▇▇▇▇, 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 Banks 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; and (d) all costs, expenses and CREDIT AGREEMENT ---------------- 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 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 Agent or any Bank, whether or not the 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 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 Bank from, and hold the Agent and each Bank harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (including any Lien filed against any Mortgage Property or any part of the Property covered thereby 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, including any such Release or threatened Release that shall occur during any period when the Agent or any Bank shall be in possession of any such site or facility following the exercise by the Agent or any Bank of any of its rights and remedies hereunder or under any of the Security Documents.

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 Hadl▇▇ & Gesmer▇cCl▇▇, special ▇▇ecial 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 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 (including, without limitation, the reasonable fees and expenses of BrownMayer, Rudnick, Freed Brown & GesmerPlatt, special New York counsel to Fleetth▇ ▇▇▇in▇▇▇▇▇tiv▇ ▇▇▇nt and 24184999 the Co-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, 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 (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; and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgage. The Company hereby agrees to indemnify the Agents 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 reasonable expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or reasonable expenses incurred by the Agents to any Lender, whether or not the Agents 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 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 each Agent and each Lender from, and hold each 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 Mortgage(s) 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.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents for: Bank 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 Hadl▇▇ & Gesmer▇cCl▇▇, ▇▇ecial New York counsel to the Bank, and the Law Office of Paiboon Sutuntivorakoon Ltd., special Thai counsel to Fleet) the Bank (if applicable), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents Note and the extensions making of credit hereunder, the Loan hereunder and related matters 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 the Note or any of the other Loan Documents 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 Bank (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) without duplication of any amounts payable by the Borrower under Section 5.02 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 Documents Note or any other document referred to herein or therein therein. The Borrower hereby agrees to indemnify the Bank and its 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 Credit Agreement 57 - 52 - threatened investigation or litigation or other proceedings) relating to the Loan 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 Loan 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). Without limiting the generality of the foregoing, the Borrower will indemnify the Bank from, and hold the Bank 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 security interest contemplated site or facility owned, operated or leased at any time by any Loan Document the Borrower or any other document referred 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 Bank shall be in possession of any such site or facility following the exercise by the Bank of any of its rights and remedies hereunder to thereinthe extent that such losses, liabilities, claims, damages or expenses are caused by the Bank (but not if such losses, liabilities, claims, damages or expenses are caused by the gross negligence or willful misconduct of the Bank).

Expenses Etc. The Company (and, in the case of clauses (b) and (c) below, each Subsidiary Borrower) agrees to pay or reimburse each of the Lenders and each of the Agents for: reimburse: (a) the Administrative Agent for paying 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, special New York counsel to FleetChase) in connection with connecti▇▇ ▇▇▇h (i▇) the ▇▇▇ negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents making of the Loans hereunder and the extensions of credit hereunder, (ii) the syndication of the Commitments negotiation 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 each Bank and the Administrative Agent for paying its 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 its 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 (wii) 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 any Borrower hereunder and (iiiii) the enforcement of this Section 12.312.03; and (c) each Bank and the Administrative 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 or any other document referred to herein or therein herein. Each Borrower 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 and expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages and 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 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 the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, each Borrower will indemnify the Administrative Agent and each Bank from, and hold the Administrative Agent and each Bank 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 Five-Year Credit Agreement 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 security interest contemplated site or facility owned, operated or leased by any Loan Document the Company or any other document referred to thereinof its Subsidiaries (or any such predecessor in interest), or any release (within the meaning of any Environmental Law) or threatened release of any hazardous materials (within the meaning of any Environmental Law) 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 Bank shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Bank of any of its rights and remedies hereunder.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Lenders and each of the Agents 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 & Gesmer, special counsel to FleetSpecial Counsel) 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 Document (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, 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 12.310.03; 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 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 thereinherein. The Borrower hereby agrees to indemnify the Lender and its 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) 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).

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 incurred by the Agents (includingInitial Purchaser, without limitation, including the reasonable fees fees, charges and expenses disbursements of Browncounsel for the Initial Purchaser, Rudnick, Freed & Gesmer, special counsel to Fleet) in connection with the preparation of 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) any stamp or similar taxes which may be determined to be payable in connection with the syndication execution, delivery or performance of the Commitments Documents or any modification, amendment or alteration of the terms or provisions of the Documents and any issue taxes in respect of the Loans issuance of any Purchased Securities to the Purchasers 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 expenses incurred by the Purchasers including reasonable 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 reasonable 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 Company's 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 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 contemplated hereby 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.