Common use of Expenses Etc Clause in Contracts

Expenses Etc. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 10.7; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company Borrower agrees to pay or reimburse on demand of the Collateral Agent, Agent the Custodial Agent and the Securities Intermediary forfollowing: (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees fees, expenses, disbursements and expenses other charges of Xxxxxxx XxXxxxxxx LLP and any legal counsel to engaged by the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and schedules hereto) and the Loan Documents and the making of the Term Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all reasonable out-of-pocket costs and expenses (including the fees, disbursements and other charges of counsel to the Collateral Agent, the Custodial Agent and of one separate counsel for Lenders other than the Securities Intermediary (includingAgent), without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement Default or proceedings resulting Event of Default or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 10.7Agreement or any other Loan Documents; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or any other document referred Loan Document; and (d) expenses of due diligence incurred by the Agent prior to herein or as of the Closing Date and the Borrower agrees to pay or reimburse on demand the Collateral Agent for all out-of-pocket costs, expenses, taxes, assessments and other charges reasonably incurred by the Collateral Agent in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement or any other Loan Document. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (di) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreementreasonable, (e) any documented out-of-pocket costs and expenses reasonably incurred by the Agent, the Collateral Agent, or their Affiliates, including the Custodial reasonable fees, charges and disbursements of counsel for the Agent or the Collateral Agent, and the Securities Intermediary in connection with the exercise syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of their rights the credit facilities provided for herein, the preparation and administration of the Loan Documents or performance any amendments, modifications or waivers of their obligations and duties under Section 8.10 hereof; the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (fii) any other all reasonable out-of-pocket costs and expenses reasonably incurred by the Agent, the Collateral Agent, or any Lender, including the Custodial fees, charges and disbursements of any counsel for the Agent, the Collateral Agent and of one separate counsel for Lenders other than the Securities Intermediary Agent or the Collateral Agent, in connection with the performance enforcement, collection or protection of their duties its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder., including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (subject to express limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with:

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (iischedules hereto) and the other Loan Documents and the making of the Loans, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any reasonable costs and customary lien search fees; (c) Agent for reasonable out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part preparation, documentation of the Units and Loans or any of the Loan Documents; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges reasonably similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filing, registration, recording or perfection action pursuant to Section 1129 of any security interest contemplated hereby; (d) the Bankruptcy Code and all other reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay or reimburse each of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary forAgent for paying: (a) all reasonable costs the fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary Lenders described in Section 7.01(q) hereof (including, without limitation, the reasonable whether bills for such fees and expenses of counsel are delivered to the Collateral Agent, Company before or after the Custodial Agent and the Securities IntermediaryClosing Date), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent Lenders (but not of any Participants) and the Securities Intermediary Agent (including, without limitation, including reasonable fees and expenses of counselcounsels fees) reasonably incurred in connection with (i) any amendment, modification or waiver of any of the terms of this Agreement or any of the other Basic Documents; (ii) routine on-site field examinations of the Company s books and financial records (provided that there be no more than four such on-site examinations per year and the amount the Company shall be obligated to pay with respect thereto in any year shall not exceed $50,000) and additional travel expenses incurred at the request of the Company; (iii) any appraisals of real property subject to the Mortgage (provided that the amount the Company shall be obligated to pay with respect thereto in any year shall not exceed $40,000); (iv) any Default and any enforcement or collection proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units therefrom; and (iiv) the enforcement of this Section 10.712.03; 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 Basic Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated herebyby this Agreement or any other Basic Document or any other document referred to herein or 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 Agent and each Lender and their respective directors, officers, employees and agents for, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including 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) 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 or any violation of Environmental Law, any Environmental Claim, or any Release or threatened Release of any Hazardous Material with respect to the Mortgaged Property (as defined in the Mortgage), including, without limitation, the reasonable fees and expenses disbursements of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably counsel incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with any such investigation or litigation or other proceedings and any losses, liabilities, claims, damages, or expenses arising out of any violation of any Environmental Law, any Environmental Claims or any Release or threatened Release of any Hazardous Material which shall occur during any period when the Agent or any of the Lenders shall be in possession of the Mortgaged Property following the exercise by the Agent or any Lender of their any of its rights and remedies hereunder or performance under any of their obligations and duties under Section 8.10 hereof; and the Security Documents (f) but excluding any other reasonable out-of-pocket costs and such losses, liabilities, claims, damages or expenses reasonably incurred by reason of the Collateral Agent, gross negligence or willful misconduct of the Custodial Agent and the Securities Intermediary in connection Person to be indemnified). Amounts payable under this Section 12.03 shall be payable 30 days after receipt of an invoice with the performance of their duties hereunderrespect thereto.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of outside legal counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all Agent for any lien search fees; (c) Agent for reasonable costs out-of-pocket expenses incurred by Agent in connection with the preparation, documentation, administration and expenses syndication of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the marketing, printing, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement or any document referred to herein and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts (including reasonable attorneys’ fees) reasonably expended, advanced or incurred by such Lender or Agent to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with such Lender’s or Agent’s participation as a member of a creditor’s committee in a case commenced under the exercise Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in § 362 of their rights or performance the Bankruptcy Code and reasonable fees and expenses incurred in connection with any action pursuant to § 1129 of their obligations the Bankruptcy Code and duties under Section 8.10 hereof; all other customary and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial such Lender or Agent in connection with such matters; provided that Borrower’s reimbursement obligation with respect to counsel shall be limited to one primary law firm of counsel for Agent and the Securities Intermediary Lenders plus any necessary local counsels (and, in connection the case of an actual or perceived conflict of interest where Agent or a Lender affected by such conflict has informed Borrower of such conflict and, after receipt of consent of Borrower which shall not be unreasonably withheld or delayed, has retained its own counsel, of another firm of counsel for such affected Lender), together with interest thereon at the performance Base Rate on each such amount until the earlier of their duties hereunderpayment or ten (10) days after written demand therefor, and if such amount has not been paid within ten (10) days after written demand therefor, at the Past Due Rate until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all reasonable Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses not to exceed $10,000) of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) the Title Insurance Policies, any out-of-pocket costs and expenses reasonably incurred by the Collateral AgentSecurity Document or any document referred to herein or therein, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other reasonable out-Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss. 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to ss. 1129 of the Bankruptcy Code and all other customary out- of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial such Lender or Agent and the Securities Intermediary in connection with such matters, together with interest thereon at the performance Past Due Rate on each such amount until the date of their duties hereunderreimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of outside legal counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the other Loan Documents and the making of the Loans hereunder, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any lien search fees; (c) Agent for reasonable costs out-of-pocket expenses incurred by Agent in connection with the preparation, documentation, administration and expenses syndication of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the marketing, printing, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and Loans; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement or any document referred to herein and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts (including reasonable attorneys' fees) reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the exercise Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of their rights or performance the Bankruptcy Code and reasonable fees and expenses incurred in connection with any action pursuant to Section 1129 of their obligations the Bankruptcy Code and duties under Section 8.10 hereof; all other customary and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial such Lender or Agent and the Securities Intermediary in connection with such matters, together with interest thereon at the performance Base Rate on each such amount until the earlier of their duties hereunderpayment or ten (10) days after written demand therefor, and if such amount has not been paid within ten (10) days after written demand therefor, at the Past Due Rate until the date of reimbursement to such Lender or Agent.

Expenses Etc. (a) The Company Borrower agrees to pay or reimburse each of the Collateral Lenders, the Administrative Agent, the Custodial Depositary Agent and the Securities Intermediary Collateral Agent for: (ai) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, including the reasonable fees and expenses of (x) Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Collateral Lenders, (y) such other counsel that the Lenders, the Administrative Agent, the Custodial Depositary Agent or the Collateral Agent may engage from time to time, and (z) experts (including the Independent Engineer, Model Auditor and the Securities IntermediaryInsurance Consultant) engaged by the Lenders and the Administrative Agent (acting on the written instructions of the Majority Lenders) from time to time with (in the case of such other counsel or such experts, so long as the Borrower has given its prior written consent to such engagement, provided that no such consent shall be required so long as a Default or Event of Default has occurred and is continuing)), reasonably incurred in connection with (iA) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Transaction Documents and the extensions of credit under this Agreement (iiincluding with respect to the contemplated extension of credit on the Closing Date, whether or not the Closing Date in fact occurs), (B) any modificationamendment, supplement modification or waiver of any of the terms of this Agreement; Agreement or any other Transaction Document and (bC) the placement and syndication of any Commitments or Loans that are completed on or before the Closing Date, (ii) all reasonable costs and expenses of the Collateral Lenders, the Administrative Agent, the Custodial Collateral Agent and the Securities Intermediary Depositary Agent (including, without limitation, including counsels’ fees and expenses and experts’ reasonable fees and expenses of counselexpenses) reasonably incurred in connection with (iA) any Default or Event of Default and any enforcement or collection proceedings resulting from such Default or incurred Event of Default or in connection with causing the negotiation of any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part restructuring or “work-out” (whether or not consummated) of the Units obligations of the Borrower under this Agreement or the obligations of Sponsor or Project Party under any other Transaction Document and (iiB) the enforcement of this Section 10.712.03 (Expenses; Etc). and (ciii) 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 other document referred to herein and all costs, expenses, taxes, FIXED RATE LOAN AGREEMENT [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated hereby; (d) all reasonable fees and expenses of by this Agreement or any agent other Transaction Document to which the Lenders, the Administrative Agent, the Depositary Agent or advisor appointed by the Collateral Agent and consented is intended to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights be a party or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary document referred to in connection with the performance of their duties hereunderthis Agreement or in any such other Transaction Document.

Expenses Etc. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: Borrower shall pay (a) all reasonable costs and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Collateral Administrative Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the negotiationsyndication of the credit facilities provided for herein, preparation, execution the preparation and delivery or performance administration of this Agreement and (ii) the other Loan Documents or any modificationamendments, supplement modifications or waiver of any waivers of the terms of this Agreement; provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable costs and documented out-of-pocket expenses incurred by J.X. Xxxxxx Securities LLC, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable fees, charges and disbursements of the Collateral Agentcounsel for each of J.X. Xxxxxx Securities LLC and Deutsche Bank Securities Inc., the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part syndication of the Units credit facilities provided for herein, provided that such fees charges and (ii) disbursement of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the enforcement of this Section 10.7; and aggregate, (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 other Loan Document or any other document referred to herein or therein, and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any documented out-of-pocket costs and expenses reasonably incurred by the Collateral AgentAdministrative Agent and/or any Lender (including the fees, disbursements and other charges of (i) any counsel for the Custodial AgentAdministrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii)one counsel to the Securities Intermediary 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 the exercise enforcement, collection or protection of their its rights in connection with this Agreement or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral AgentLoan Document, the Custodial Agent and the Securities Intermediary including its rights under this Section, or in connection with the performance Loans made hereunder, including all such out-of their duties hereunderpocket 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 the replacement of such Defaulting Lender or other matters incidental thereto.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all reasonable Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses not to exceed $10,000) of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement, the Title Insurance Policies, any Security Document or any document referred to herein or therein, and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all reasonable amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any agent or advisor appointed by action pursuant to Section 1129 of the Collateral Agent Bankruptcy Code and consented to by the Company under Section 8.11 of this Agreement, (e) any all other customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Whether or not any of the transactions contemplated by this Agreement and the other Transaction Agreements shall be consummated, the Company agrees to reimburse the Collateral Agentpay, the Custodial Agent or to cause its Subsidiaries to pay, on demand, all expenses and the Securities Intermediary for: costs in connection with such transactions and operations hereunder and thereunder, including without limitation (ai) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred Purchasers arising in connection with (i) the negotiation, preparation, negotiation and execution and delivery or performance of this Agreement and the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby, (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred accountants, consultants and other professionals engaged by the Purchasers or BCC in connection with consummation of such transactions, (iiii) the out-of-pocket and overhead expenses incurred by any enforcement Purchaser or proceedings resulting or incurred BCC in connection with causing the consummation of such transactions, the providing of any Holder consulting or other services to the Company or any of Units to satisfy its obligations under Subsidiaries or the Purchase Contracts forming a part attendance at any meeting of the Units board of directors (or any committee thereof) of the Company or any of its Subsidiaries, (iv) all Tax Liabilities (other than Tax Liabilities based upon or measured by income), including without limitation recording or filing fees and sales, transfer and documentary stamp and other similar Tax Liabilities, at any time payable in respect of any Security or this Agreement, any other Transaction Agreement or any of the transactions contemplated hereby or thereby, (v) all expenses (including without limitation reasonable attorneys' fees and expenses) incurred in respect of the exercise or performance, or the preservation or enforcement, of any right granted to any holder of Securities hereunder or under any other Transaction Agreement, and (iivi) all expenses (including without limitation reasonable attorneys' fees and expenses) in connection with any amendments or waivers of, or consents under, this Agreement or any other Transaction Agreement (whether or not the enforcement same becomes effective). In consideration of the execution, delivery and performance of this Section 10.7; Agreement by the Purchasers, the Company hereby agrees to indemnify, exonerate and hold, and to cause each of its Subsidiaries, jointly and severally, to indemnify, exonerate and hold each Purchaser and BCC and each of their respective partners, officers, directors, advisory board members, employees and agents (ccollectively, the "indemnitees") free and harmless from and against any and all transferactions, stampcauses of action, documentary suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonable attorneys' fees and disbursements (collectively, the "indemnified liabilities"), incurred by the indemnitees or other similar taxesany of them as a result of, assessments or charges levied by arising out of, or relating to any governmental transaction financed or revenue authority to be financed in respect whole or in part directly or indirectly with proceeds from the sale of any of the Securities, or the execution, delivery, performance or enforcement of this Agreement or any other document referred to herein and all costsTransaction Agreement, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection the service of any security interest contemplated hereby; (d) all reasonable fees indemnitee as an officer or director of the Company or any of its Subsidiaries, or any litigation or investigation instituted by any governmental agency or any other Person and expenses involving the Company, any Affiliate of the Company or any indemnitee, except for any such indemnified liabilities arising on account of any agent indemnitee's gross negligence or advisor appointed by willful misconduct, and if and to the Collateral Agent and consented to by extent that the foregoing undertaking may be unenforceable for any reason, the Company under Section 8.11 hereby agrees to make, and to cause each of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agentits Subsidiaries to make, the Custodial Agent, maximum contribution to the payment and satisfaction of each of the Securities Intermediary in connection with indemnified liabilities that is permissible under applicable law. The obligations of the exercise Company and its Subsidiaries under this Section 15 shall survive payment for or transfer of their rights any or performance all of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderSecurities.

Expenses Etc. The Company agrees to reimburse Whether or not the Collateral Agenttransactions contemplated by this Agreement shall be consummated, the Custodial Agent and the Securities Intermediary for: (a) Company will pay all reasonable costs and of its expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the negotiation, preparation, execution such transactions and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with any amendments or waivers (iwhether or not the same become effective) any enforcement under or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 10.7; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all coststhe Shares purchased by the Purchasers hereunder, expensesincluding, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; without limitation: (da) all reasonable fees the cost and expenses of any agent or advisor appointed reproducing this Agreement and the Shares purchased by the Collateral Agent and consented to by Purchasers, of furnishing all opinions of counsel for the Company under and all certificates on behalf of the Company, and of the Company's performance of and compliance with all agreements and conditions contained herein to be performed or complied with by it; and (b) the cost (other than any applicable stock transfer taxes) of delivering to their principal office, insured to their satisfaction, the Shares sold to the Purchasers hereunder and any Shares delivered to the Purchasers upon any substitution of Shares pursuant to Section 8.11 8 and of this Agreementthe Purchasers delivering any Shares, (e) insured to their satisfaction, upon any such substitution. At the First Closing, the Company shall pay to each Purchaser or its designee, as specified on Exhibit G, a fee equal to 4% of the gross proceeds to the Company of the sale of the First Preferred Shares purchased by such Purchaser at the First Closing. At the Second Closing, the Company shall pay to each Purchaser or its designee, as specified on Exhibit G, an additional fee equal to 4% of the gross proceeds to the Company of the sale of the Second Preferred Shares purchased by such Purchaser at the Second Closing. In addition, the Company shall pay all reasonable and itemized out-of-pocket costs and expenses reasonably incurred by of the Collateral AgentPurchasers (including without limitation the reasonable fees and expenses of Gibsxx, Xxnn & Xrutxxxx XXX, counsel to the Custodial AgentPurchasers, costs and fees related to the preparation and filing of any required notifications or other filings under the HSR Act and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any Purchasers' other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary expenses) arising in connection with the performance preparation, negotiation, execution and delivery of the commitment letter among the Company, NR Holdings Limited, NR Investments Limited, DB Capital Investors, L.P. and J.P. Xxxxxx Xxxital Corporation, dated June 28, 2000 (the "Commitment Letter"), this Agreement and the other agreements, instruments, certificates and documents contemplated hereby (and the Purchasers' due diligence efforts in connection therewith), not to exceed $400,000 in the aggregate, whether or not the transactions contemplated hereby are consummated, unless the Purchasers fail to consummate the transactions contemplated hereby in breach of their duties hereunderobligations under this Agreement. Reference is made to Section 5 of this Agreement for certain agreements among the parties regarding the fees, if any, of brokers and finders.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (iischedules hereto) and the other Loan Documents and the making of the Loans, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any reasonable costs and customary lien search fees; (c) Agent for reasonable out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part preparation, documentation of the Units and Loans or any of the Loan Documents of the Loans; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein; and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges reasonably similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filing, registration, recording or perfection action pursuant to Section 1129 of any security interest contemplated hereby; (d) the Bankruptcy Code and all other reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all reasonable Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses not to exceed $10,000) of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement, the Title Insurance Policies, any Security Document or any document referred to herein or therein, and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all reasonable amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender’s or Agent’s participation as a member of a creditor’s committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in § 362 of the Bankruptcy Code and fees and expenses incurred in connection with any agent or advisor appointed by action pursuant to § 1129 of the Collateral Agent Bankruptcy Code and consented to by the Company under Section 8.11 of this Agreement, (e) any all other customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of outside legal counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the other Loan Documents and the making of the Loans hereunder, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any lien search fees; (c) Agent for reasonable costs out-of-pocket expenses incurred by Agent in connection with the preparation, documentation, administration and expenses syndication of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the marketing, printing, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and Loans; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement or any document referred to herein and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the exercise Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of their rights or performance the Bankruptcy Code and reasonable fees and expenses incurred in connection with any action pursuant to Section 1129 of their obligations the Bankruptcy Code and duties under Section 8.10 hereof; all other customary and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial such Lender or Agent and the Securities Intermediary in connection with such matters, together with interest thereon at the performance Base Rate on each such amount until the earlier of their duties hereunderpayment or ten (10) days after written demand therefor, and if such amount has not been paid within ten (10) days after written demand therefor, at the Past Due Rate until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter -------------- of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all reasonable Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses not to exceed $10,000) of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) the Title Insurance Policies, any out-of-pocket costs and expenses reasonably incurred by the Collateral AgentSecurity Document or any document referred to herein or therein, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other reasonable out-of-pocket costs Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the performance Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in (S) 362 of their duties hereunderthe Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to (S) 1129 of the Bankruptcy Code and all other customary out-of- pocket expenses incurred by such Lender or Agent in connection with such matters, together with interest thereon at the Past Due Rate on each such amount until the date of reimbursement to such Lender or Agent.

Expenses Etc. The Company Borrower agrees to reimburse pay on demand (i) to the Collateral AgentIndenture Trustee, the Custodial Agent Administrative Agents and the Securities Intermediary for: (a) initial Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution and delivery of the Collateral Agent, the Custodial Agent this Agreement and the Securities Intermediary (other documents to be delivered hereunder or in connection herewith, including, without limitationsubject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel to for the Collateral AgentAgents, the Custodial Agent and the Securities Intermediary)with respect thereto, reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) any modification, supplement or waiver of any of the terms of this Agreement; (b) to each Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel to the Agents with respect thereto, (iii) to the Indenture Trustee, each Administrative Agent and each Agent and Purchaser all reasonable costs and expenses in connection with any actions they are required to take under Section 9.19 or in connection with any amendments of or waivers or consents under this Agreement or the other Related Documents, including in each case the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel to the Agents with respect thereto, and (iv) to the Indenture Trustee, each Administrative Agent and each Agent and Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of XxXxxxxx Xxxxxxxx LLP, counsel to the Agents), if any, in connection with the enforcement of this Agreement or any of the Collateral Agentother Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any other Related Documents, the Custodial Borrower agrees to pay to the Indenture Trustee, each Administrative Agent and the Securities Intermediary each Agent and Purchaser, on demand, all reasonable costs and expenses (including, without limitation, including reasonable fees and expenses of counsel) reasonably ), if any, incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 10.7; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary solely in connection with the exercise enforcement of their rights such representations, warranties or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by against the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderBorrower.

Expenses Etc. The Company agrees to pay or reimburse each of the Collateral Lenders and the Administrative Agent, as the Custodial Agent and the Securities Intermediary forcase may be, for paying: (a) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Administrative Agent and the Securities Intermediary (including, without limitationupon delivery of statements therefor, the reasonable fees and expenses of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx, special counsel to the Collateral Administrative Agent, and of special Florida counsel to the Custodial Agent Administrative Agent, in an aggregate amount not to exceed $50,000 through and including the Securities Intermediary), reasonably incurred Restatement Effective Date) in connection with (i) the negotiation, preparation, execution execution, delivery and administration of the Basic Documents and the extension of credit under this Agreement; (b) all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent (including, upon delivery or performance of this Agreement statements therefor, reasonable 89 counsels' fees and (iiexpenses) in connection with any modification, supplement or waiver of any of the terms of this Agreementany Basic Document; (bc) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary Administrative Agent (including, without limitationupon delivery of statements therefor, reasonable counsels' fees and expenses of counselexpenses) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings (including any bankruptcy, reorganization, workout or other similar proceeding) resulting from such Default or incurred in connection with causing the negotiation of any Holder restructuring or "work- out" (whether or not consummated) of Units to satisfy its the obligations of the Company under the Purchase Contracts forming a part of the Units Basic Documents and (ii) the enforcement of this Section 10.711.03; and (cd) all transfer, stamp, documentary or other similar taxes, assessments or charges (including intangible personal property taxes) levied by any governmental or revenue authority in respect of this Agreement any Basic Document or any other document referred to herein in any Basic Document and all costs, expenses, taxes, assessments and other charges reasonably (including intangible personal property taxes) incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by any Basic Document or any other document referred to in any Basic Document (dincluding recurring and nonrecurring intangible personal property taxes payable under Chapters 199 and 201 of the Florida Statutes). The Company hereby agrees (i) to indemnify the Administrative Agent, each Lender, their affiliates and their respective directors, officers, employees, attorneys, agents, accountants and consultants from, and hold each of them harmless against, any and all losses, liabilities, damages or expenses incurred by any of them in connection with or by reason of any actual or threatened investigation, litigation or other proceedings (including, in respect of the Administrative Agent, any such investigation, litigation or other proceedings between the Administrative Agent and any Lender) relating to the extensions of credit under, and the transactions contemplated by, the Basic Documents or any actual or proposed use by the Company or any of its Subsidiaries of the proceeds of any such extensions of credit, including, upon delivery of statements therefor, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceedings (but excluding any such losses, liabilities, damages or expenses to the extent, but only to the extent, 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, 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 in any Basic Document. It shall not be a condition to any such indemnification that the Administrative Agent or any Lender be a party to any such investigation, litigation or other proceeding. Without limiting the generality of the foregoing, the Company will indemnify the Administrative Agent, each Lender, their 90 Affiliates and their affiliates, directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any losses, liabilities, damages or expenses described in the preceding provisions (but excluding, as provided in the preceding provisions, any loss, liability, 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 agent site or advisor appointed by the Collateral Agent and consented to facility owned, operated or leased by the Company under Section 8.11 or any of this Agreementits Subsidiaries (or any such predecessor in interest), (e) or any out-of-pocket costs and expenses reasonably incurred 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 Collateral AgentAdministrative Agent or any Lender of any of its rights and remedies under any Basic Document. Without limitation of the foregoing, the Custodial AgentCompany hereby releases and forever discharges CITBC (in its capacity as Administrative Agent and as a Lender) and its affiliates, directors, officers, employees, attorneys, agents and consultants, and each of them, from any and all manner of losses, liabilities, damages, expenses, actions, claims, liens, debts, suits, judgments, executions and demands of any kind, nature and description relating to or arising out of the Securities Intermediary Existing Credit Agreement or the transactions referred to in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred contemplated by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderExisting Credit Agreement.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (iischedules hereto) and the other Loan Documents and the making of the Loans, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any reasonable costs and customary lien search fees; (c) Agent for reasonable out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part preparation, documentation of the Units and Loans or any of the Loan Documents of the Loans; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein; and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges reasonably similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss.362 of the Bankruptcy Code and fees and expenses incurred in connection with any filing, registration, recording or perfection action pursuant to ss.1129 of any security interest contemplated hereby; (d) the Bankruptcy Code and all other reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay (or reimburse each of the Collateral Agent, the Custodial Agent and the Securities Intermediary for: Bank Parties for paying): (a) all reasonable out-of- pocket costs and expenses of the Collateral Agent, Administrative Agent or the Custodial Letter of Credit Agent and the Securities Intermediary (including, without limitation, including the reasonable fees and expenses of counsel to Thompson & Xxxxxx, P.C., xxxir counsel, and of Messrs. Donovan Leisure Newton & Irxxxx, their special New York counsel, as contemplated in a letter agreement of even date herewith between the Collateral Agent, the Custodial Agent Company and the Securities Intermediary), reasonably incurred Administrative Agent) in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Loan Documents and the making of the Extensions of Credit hereunder and (ii) any modificationamendment, supplement modification or waiver of any of the terms of this AgreementAgreement or any of the other Loan Documents; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary Bank Parties (including, without limitation, including reasonable fees and expenses of counselattorneys' fees) reasonably incurred in connection with (i) any the enforcement or proceedings resulting defense of the Loan Documents and their rights and remedies thereunder (including any determination of whether or incurred how to carry out such enforcement or defense) or in connection with causing any Holder of Units workout or restructuring or any bankruptcy proceeding relating to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 10.7Company, any Default, or any Loan Document; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any of the other Loan Documents or any other document referred to herein and all costs, herein. If the Company fails to pay any expenses, taxesattorneys' fees or other amounts it is required to pay under any Loan Document, assessments the Administrative Agent may pay the same. The Company shall immediately reimburse the Administrative Agent for any such payments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed each amount paid by the Collateral Administrative Agent shall constitute an Obligation owed hereunder which is due and consented to payable on the date such amount is paid by the Administrative Agent. The Company under Section 8.11 of hereby promises to the Bank Parties to pay interest at the applicable Post-Default Rate on all Obligations which the Company has in this Agreement, Agreement promised to pay (eincluding Obligations to pay fees or to reimburse or indemnify any Indemnified Party) any out-of-pocket costs and expenses reasonably incurred by which are not paid when due. Such interest shall accrue from the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderdate such Obligations become due until they are paid.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (iischedules hereto) and the other Loan Documents and the making of the Loans, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any reasonable costs and customary lien search fees; (c) Agent for reasonable out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part preparation, documentation of the Units and Loans or any of the Loan Documents; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender’s or Agent’s participation as a member of a creditor’s committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges reasonably similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filing, registration, recording or perfection action pursuant to Section 1129 of any security interest contemplated hereby; (d) the Bankruptcy Code and all other reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (iischedules hereto) and the other Loan Documents and the making of the Loans, and any modification, supplement or waiver of any of the terms of this AgreementAgreement or any other Loan Document; (b) all Agent for any reasonable costs and customary lien search fees,; (c) Agent for reasonable out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, reasonable fees and expenses of counsel) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part preparation, documentation of the Units and Loans or any of the Loan Documents of the Loans; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all costsamounts reasonably expended, expensesadvanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, taxesto collect the Obligations or to enforce, assessments protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other charges reasonably similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any filing, registration, recording or perfection action pursuant to Section 1129 of any security interest contemplated hereby; (d) the Bankruptcy Code and all other reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.. 11.4

Expenses Etc. The Company agrees Obligors (excluding Fabrene and Dutch Operating) jointly and severally agree to pay or reimburse each of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary forAdministrative Agent for paying: (a) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Administrative Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Collateral AgentChase and of special Dutch, the Custodial Agent and the Securities IntermediaryCanadian, Mexican or German counsel to Chase), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and the other Basic Documents and the extension of credit hereunder (but subject in any event to such separate arrangements as have been entered into between Chase and PGI regarding the aggregate amount thereof), and (ii) any modification, supplement or waiver of any of the terms of this AgreementAgreement or any of the other Basic Documents; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary Administrative Agent (including, without limitation, reasonable fees and expenses of counselcounsels' fees) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or incurred in connection with causing the negotiation of any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part restructuring or "work-out" (whether or not consummated) of the Units obligations of the Borrowers hereunder and (ii) the enforcement of this Section 10.712.03; 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 Basic Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated herebyby any Basic Document or any other document referred to therein (including, without limitation, all such costs, expenses, taxes, assessments and other charges relating to the Dutch or Canadian Security Documents (as applicable), it being understood that neither Dutch Operating nor Fabrene shall be obligated to pay for any such items); 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 (excluding Fabrene and Dutch Operating) hereby jointly and severally agree to indemnify the Administrative Agent and each Lender and their respective Credit Agreement ---------------- affiliates, 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 Group Members of the proceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and expenses disbursements of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably counsel incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary 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 Obligors (excluding Fabrene and Dutch Operating) 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 (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 Group Members (or any predecessor in interest to the Group Members), or the past, present or future condition of any site or facility owned, operated or leased by the Group Members (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 of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral AgentAdministrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents. Each of Dutch Operating and Fabrene hereby agrees to make all of the payments, reimbursements and indemnifications referred to in the Custodial Agent and preceding two paragraphs of this Section 12.03 to the Securities Intermediary in connection with the performance of their duties hereunderextent resulting from occurrences that are attributable to itself.

Expenses Etc. The Company agrees to pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: (a) the Administrative Agent for paying all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Administrative Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy, special New York counsel to the Collateral Agent, the Custodial Agent and the Securities IntermediaryChase), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement xxxx Agrxxxxxx and the other Basic Documents and the extension of credit hereunder and (ii) any modification, supplement or waiver of any of the terms of this AgreementAgreement or any of the other Basic Documents; (b) each of the Banks and the Administrative Agent for all reasonable costs and expenses of the Collateral Agent, the Custodial Agent Banks and the Securities Intermediary Administrative Agent (including, without limitation, reasonable counsels' fees and expenses of and, to the extent permitted under applicable law, allocated costs for in-house counsel) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or incurred in connection with causing the negotiation of any Holder of Units to satisfy its restructuring or "work-out" (whether Credit Agreement or not consummated), or the obligations under the Purchase Contracts forming a part of the Units Company hereunder and (ii) the enforcement of this Section 10.712.03; and (c) each of the Banks and the Administrative Agent for 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 Basic Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated herebyby this Agreement or any other Basic Document or any other document referred to herein or therein; (d) each of the Banks and the Administrative Agent for all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages; and (e) each of the Banks and the Administrative Agent for all costs, expenses and other charges in respect of any collateral audit requested by the Administrative Agent or the Majority Banks pursuant to Section 9.01(f) hereof. 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 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 negligence or willful misconduct). 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 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 negligence or willful Credit Agreement 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 agent site or advisor appointed by the Collateral Agent and consented to facility owned, operated or leased by the Company under Section 8.11 or any of this Agreementits Subsidiaries (or any such predecessor in interest), (e) or any out-of-pocket costs and expenses reasonably incurred 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 Bank shall be in possession of any such site or facility following the exercise by the Collateral Agent, Administrative Agent or any Bank of any of its rights and remedies hereunder or under any of the Custodial Agent, and the Securities Intermediary in connection with the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderSecurity Documents.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all reasonable Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication (with reimbursable syndication expenses not to exceed $10,000) of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by this Agreement, the Title Insurance Policies, any Security Document or any document referred to herein or therein, and (df) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all reasonable amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss. 362 of the Bankruptcy Code and fees and expenses incurred in connection with any agent or advisor appointed by action pursuant to ss. 1129 of the Collateral Agent Bankruptcy Code and consented to by the Company under Section 8.11 of this Agreement, (e) any all other customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate on each such amount until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company Borrower agrees to pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary forLender for paying: (a) all reasonable costs and out-of-pocket expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary Lender (including, without limitation, including the reasonable fees and expenses of Xxxx, Scholer, Fierman, Xxxx & Handler, and any local counsel to the Collateral Agent, the Custodial Agent and the Securities IntermediaryLender), reasonably incurred in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement Agreement, the Note and the other Loan Documents and the making of the Loans hereunder (including all reasonable out-of-pocket expenses of the Lender (including fees and expenses of counsel to the Lender) in connection with the preparation, negotiation, review and execution of any documents required pursuant to Section 6 in connection with the making of each Loan), and (ii) any modificationamendment, supplement modification or waiver of any of the terms of this AgreementAgreement or the other Loan Documents; (b) all reasonable costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary Lender (including, without limitation, including reasonable counsel fees and expenses of counselexpenses) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings resulting or incurred therefrom including in connection with causing any Holder of Units to satisfy its obligations under bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceedings involving the Purchase Contracts forming Borrower or FSA or a part "workout" of the Units and (ii) the enforcement of this Section 10.7Loans; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated herebyby this Agreement, the other Loan Documents or any document referred to therein; and (d) all reasonable taxes and assessments, recording fees, registration taxes, title insurance premiums, appraisal fees, costs of surveys, fees of third-party consultants and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any all other out-of-pocket costs fees and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary Lender in connection with any Collateral (including any mortgage loan servicing fees). The Borrower hereby agrees to indemnify the exercise Lender and its directors, officers, employees and agents from, and hold each of their rights them harmless against, any and all losses, liabilities, claims, damages or performance expenses (including the reasonable fees and disbursements of their obligations and duties under Section 8.10 hereof; and counsel) incurred by any of them arising out of or by reason of any claim of any Person relating to or arising out of any Loan Document or resulting from the ownership or financing of any Collateral or any Property or any investigation or litigation or other proceedings (fincluding any threatened investigation or litigation or other proceedings) relating to any actual or proposed use by the Borrower of the proceeds of any of the Loans (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Lender or any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderPerson to be indemnified).

Expenses Etc. The Company Grantor agrees to pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: (a) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Winston & Strawn, special counsel to the Collateral txx Xxxlateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred ) in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this AgreementAgreement (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of legal counsel) reasonably incurred in connection with (i) any Foreclosure Notice and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or incurred in connection other involvement with causing any Holder of Units to satisfy its obligations under (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 Purchase Contracts forming a part of the Units workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 10.78.03; 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 other document referred to herein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; . The Grantor hereby agrees, jointly and severally, to indemnify the Collateral Agent, 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 (d) including, without limitation, any and all reasonable fees and losses, liabilities, claims, damages or expenses of any agent or advisor appointed incurred by the Collateral Agent and consented to any Lender, whether or not the Collateral 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 any Loan or any actual or proposed use by the Company under Section 8.11 Grantor or any of this Agreementits subsidiaries of the proceeds of any Loan, (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agentincluding, without limitation, the Custodial Agent, reasonable fees and the Securities Intermediary disbursements of counsel incurred in connection with the exercise of their rights any such investigation or performance of their obligations and duties under Section 8.10 hereof; and litigation or other proceedings (f) but excluding any other reasonable out-of-pocket costs and such losses, liabilities, claims, damages or expenses reasonably incurred by reason of the Collateral Agent, gross negligence or willful misconduct of the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.Person to be indemnified). 8.04

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial any Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral such Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to such Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all any Agent for any reasonable and customary search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) any Agent for reasonable out- of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) any Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated hereby; by this Agreement, any Security Document or any document referred to herein or therein, and (df) following the occurrence and during the continuation of an Event of Default, any Lender or any Agent for paying all reasonable amounts reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agents under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or such Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or the Insolvency Act 0000 (Xxgland and Wales) or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss. 362 of the Bankruptcy Code or the Insolvency Act 1986 (England and Wales) and fees and expenses incurred in connection with any agent action pursuant to ss. 1129 of the Bankruptcy Code or advisor appointed by the Collateral Agent Insolvency Act 1986 (England and consented to by the Company under Section 8.11 of this Agreement, (eWales) any and all other reasonable and customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or such Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate applicable to U.S. Loans on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral such Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: within 10 Business Days after written demand (a) all reasonable costs and expenses of the Collateral Agent, the Custodial any Agent and the Securities Intermediary (including, without limitation, for paying the reasonable fees and expenses of legal counsel to the Collateral such Agent, together with the Custodial Agent reasonable fees and the Securities Intermediary)expenses of each local counsel to such Agent, reasonably incurred in connection with (i) the preparation, negotiation, preparation, execution and delivery or performance of this Agreement (including the exhibits and (ii) schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) all any Agent for any reasonable and customary search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) any Agent for reasonable out-of-pocket expenses incurred in connection with the preparation, documentation, administration and syndication of the Collateral Agent, Loans or any of the Custodial Agent and the Securities Intermediary Loan Documents (including, without limitation, reasonable fees the advertising, marketing, printing, publicity, duplicating, mailing and expenses of counselsimilar expenses) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units Loans and Letter of Credit Liabilities; (iid) the enforcement of this Section 10.7; and (c) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein and or therein; (e) any Agent for paying all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest Lien contemplated hereby; by this Agreement, any Security Document or any document referred to herein or therein, and (df) following the occurrence and during the continuation of an Event of Default, any Lender or any Agent for paying all reasonable amounts reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agents under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or such Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any agent or advisor appointed by action pursuant to Section 1129 of the Collateral Agent Bankruptcy Code and consented to by the Company under Section 8.11 of this Agreement, (e) any all other reasonable and customary out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary such Lender or such Agent in connection with such matters, together with interest thereon at the exercise Past Due Rate applicable to U.S. Loans on each such amount from the due date until the date of their rights reimbursement to such Lender or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral such Agent, the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company Borrower agrees to pay or reimburse each of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary Administrative Agent for: (a) all reasonable out-of-pocket costs and expenses of CREDIT AGREEMENT the Collateral Agent, the Custodial Administrative Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the Collateral Agent, the Custodial Agent and the Securities Intermediary), reasonably incurred JPMCB) in connection with connectiox xxxx (i) the xxx negotiation, preparation, execution and delivery or performance of this Agreement and the other Credit Documents, the making of the Loans hereunder and the syndication of the credit facilities hereby provided and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this AgreementAgreement or any of the other Credit Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Custodial Agent Lenders and the Securities Intermediary Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) reasonably incurred in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or incurred in connection other involvement with causing any Holder of Units to satisfy its obligations under (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 Purchase Contracts forming a part of the Units workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 10.711.03; 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 Credit Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges reasonably incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; by any 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 (dincluding, 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) all 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 expenses disbursements of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 8.11 of this Agreement, (e) any out-of-pocket costs and expenses reasonably counsel incurred by the Collateral Agent, the Custodial Agent, and the Securities Intermediary in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased at any time by the Borrower or any of its Subsidiaries (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials at or from any such site or facility, including any such Release or threatened Release that shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise of their rights or performance of their obligations and duties under Section 8.10 hereof; and (f) any other reasonable out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, CREDIT AGREEMENT Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunderSecurity Documents.