Common use of Expenses Etc Clause in Contracts

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by the Company elsewhere under this Agreement, each of the Lenders, the Administrative Agent and the Arrangers for paying: (a) the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Agent, in connection with (i) the preparation, execution and delivery of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ fees) in connection with the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or therein.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits heretoexcluding taxes on or measured by income) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement, any Security Document or any document referred to herein or therein.; and

Expenses Etc. The Company agrees to pay or reimbursereimburse the Collateral Agent, without duplication of any amounts otherwise already so paid or reimbursed by the Company elsewhere under this Agreement, each Securities Intermediary and the Custodial Agent for: (a) all reasonable out-of-pocket costs and all reasonable expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary (a) including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); Agreement; (b) all reasonable costs and expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers Securities Intermediary (including including, without limitation, reasonable counsels’ feesfees and expenses of one counsel) 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 Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings)Section 10.07; and (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges charges, if any, incurred in connection with any filing, registration, recording or perfection of any security interest to the extent contemplated by this Agreement, any Security Document or any document referred to herein or thereinhereby.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel and agents to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent counsel and the Arrangers (including reasonable counsels’ feesagents) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by this Agreement, any Security Document or any document referred to herein or thereinthe Collateral Agent.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by this Agreement, any Security Document or any document referred to herein or thereinthe Collateral Agent.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by the Company elsewhere under this Agreement, each of the Lenders, the Administrative Agent and the Arrangers for paying: (a) the reasonable fees and expenses of Sxxxxxx Xxxxxxx Xxxxxxx & Bxxxxxxx Xxxxxxxx LLP and Fraser Xxxxxx Casgrain LLP, special counsel to the Administrative Agent, in connection with (i) the preparation, execution and delivery of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ fees) in connection with the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or therein.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by this Agreement, any Security Document or any document referred to herein or thereinthe Collateral Agent.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement, any Security Document or any document referred to herein or therein.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the Lenders, the Administrative Collateral Agent and the Arrangers for paying: Securities Intermediary for: (a1) all reasonable costs and expenses of the Collateral Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative AgentCollateral Agent and the Securities Intermediary or any agent or advisor appointed by the Collateral Agent pursuant to and in accordance with Section 9.9), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (including, without limitation, the amendment and restatement evidenced hereby); (b2) all reasonable costs and expenses of the Lenders, the Administrative Collateral Agent and the Arrangers Securities Intermediary (including including, without limitation, reasonable counsels’ feesfees and expenses of counsel to the Collateral Agent and the Securities Intermediary) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of PIES to satisfy its obligations under the Purchase Contracts forming a part of the PIES and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings)Section 12.8; and (c3) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or thereinhereby.

Expenses Etc. The Company agrees to pay or reimbursereimburse the Collateral Agent, without duplication of any amounts otherwise already so paid or reimbursed by the Company elsewhere under this Agreement, each Securities Intermediary and the Custodial Agent for: (a) all reasonable out-of-pocket costs and all reasonable expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary (a) including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special one counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); Agreement; (b) all reasonable costs and expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers Securities Intermediary (including including, without limitation, reasonable counsels’ feesfees and expenses of one counsel) 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 Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings)Section 9.08; and (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges charges, if any, incurred in connection with any filing, registration, recording or perfection of any security interest to the extent contemplated by this Agreement, any Security Document or any document referred to herein or thereinhereby.

Expenses Etc. The Company agrees to pay or reimbursereimburse the Collateral Agent, without duplication of any amounts otherwise already so paid or reimbursed by the Company elsewhere under this Agreement, each Securities Intermediary and the Custodial Agent for: (a) all reasonable costs and all reasonable expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary (a) including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary and its agents), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); Agreement; (b) all reasonable costs and expenses of the LendersCollateral Agent (including, the Administrative Agent without limitation, reasonable fees and the Arrangers (including reasonable counsels’ feesexpenses of counsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Equity Security Units or Stripped Equity Security Units to satisfy its obligations under the Purchase Contracts forming a part of the Equity Security Units and Stripped Equity Security Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings)Section 10.7; and (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or thereinhereby.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); Agreement; (b) all reasonable costs and expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers Securities Intermediary (including including, without limitation, reasonable counsels’ feesfees and expenses of counsel) 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 Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement, any Security Document or any document referred to herein or therein.; and

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits heretoexcluding taxes on or measured by income) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement; and (e) any other out-of-pocket costs and expenses (excluding taxes on or measured by income) reasonably incurred by the Collateral Agent, any Security Document or any document referred to herein or thereinthe Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits heretoexcluding taxes on or measured by income) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document (including, without limitation, the amendment and restatement evidenced hereby); Agreement; (b) all reasonable costs and expenses of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers Securities Intermediary (including including, without limitation, reasonable counsels’ feesfees and expenses of counsel) 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 Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement; and (e) any other out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, any Security Document or any document referred to herein or thereinthe Custodial Agent and the Securities Intermediary in connection with the performance of their duties hereunder.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all reasonable costs, fees and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14; (c) all mortgage, intangible, 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 Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; (d) all reasonable fees and expenses of any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 15.11 of this Agreement, any Security Document or any document referred to herein or therein.; and

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: Securities Intermediary for: (a) all out-of-pocket costs, expenses, disbursements and advances of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the reasonable fees and expenses of Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement Agreement. The obligations of the Company pursuant to this Section 15.14(a) shall survive the resignation or any other Basic Document removal of the Collateral Agent, the Custodial Agent and the Securities Intermediary and the satisfaction and termination of this Agreement; (b) all costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by this Agreement, any Security Document or any document referred to herein or thereinthe Collateral Agent.

Expenses Etc. The Company agrees to pay or reimburse, without duplication of any amounts otherwise already so paid or reimbursed by reimburse the Company elsewhere under this Agreement, each of the LendersCollateral Agent, the Administrative Custodial Agent and the Arrangers for paying: 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 Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, special counsel to the Administrative Collateral Agent, the Custodial Agent and the Securities Intermediary), in connection with (i) the negotiation, preparation, execution and delivery or performance of this Agreement (including the Exhibits hereto) and the Security Documents and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Basic Document Agreement; (b) all costs and expenses of the Collateral Agent, the Custodial Agent and the Securities Intermediary (including, without limitation, the amendment and restatement evidenced hereby); (b) all reasonable costs fees and expenses of the Lenders, the Administrative Agent and the Arrangers (including reasonable counsels’ feescounsel) in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Agreement or any other Basic Document or any bankruptcy, insolvency or other proceedings); Section 15.14 and Section 15.08; (c) all mortgage, intangible, transfer, stamp, documentary or other similar taxes, assessments or charges (including any interest and penalties thereon or in connection therewith) levied by any governmental or revenue authority in respect of this Agreement or any other Basic Document or any other document referred to herein or therein; and (d) all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated hereby; and (d) all reasonable fees and expenses of any agent or advisor appointed by this Agreement, any Security Document or any document referred the Collateral Agent and consented to herein or thereinby the Company under Section 15.11 above.