Common use of Expenses; Documentary Taxes Clause in Contracts

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

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

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Chase Securities Inc. or the Issuing Bank in connection with performance of due diligence by the Administrative Agent in connection with the performance of due diligencetransactions hereby contemplated and the syndication, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Fundamental Document or any Fundamental DocumentCompletion Guarantee, including but not limited to, the reasonable out-of-pocket costs and any reasonable internally allocated charges of audit or field examinations of the Administration Agent in connection with the administration of this Credit Agreement (it being understood that, unless an Event of Default has occurred and is continuing, the Administrative Agent shall conduct only one such audit or field examination in any calendar year), the verification of financial data and the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent andand the Issuing Bank, if reasonably necessary, one firm of special and any other counsel that the Administrative Agent or local counsel in each applicable jurisdictionthe Issuing Bank shall retain, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or Bank and/or the Lenders in the enforcement or protection (as distinguished from administration) of the their rights and remedies thereof in connection with this Credit Agreement, the other Fundamental Documents, the Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties, the Issuing Bank or any Lender against the NotesAdministrative Agent, the Issuing Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks or Bank and/or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Loans and the issuance of the Letters of Credit, the Collateral Collateral, any Mortgaged Property or any Fundamental Document, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent, and any other counsel that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionshall retain, and (b) if an Event of Default occurs, and subject to Section 11.11, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders any Lender in the enforcement enforcement, protection, workout or protection restructuring (as distinguished from administration) of the rights and remedies thereof of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Credit, any notes evidencing the Loans hereunder, the Mortgaged Properties or the NotesCollateral, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly shall be due upon on demandreceipt of invoices but payable no later than thirty (30) days after receipt. The Borrower agrees that it shall indemnify the Administrative Agent, BAS, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 12.4 shall survive the termination of this Credit Agreement and the Commitments hereunder, the payment of the Loans Obligations and the expiration, termination, cancellation and/or full cash collateralization of the expiration Letters of Credit hereunder. The Administrative Agent shall take all reasonable actions (as determined in its sole judgment) to minimize mortgage and similar taxes and fees payable by any Letter Credit Party in connection with the filing, recordation or perfection of Creditthe Liens now or hereafter securing the Obligations, including, without limitation, the amendment or modification of existing mortgage loan documents of record where (in the Administrative Agent’s sole judgment) it is reasonable and practical to do so.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Issuing Bank in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of one legal counsel or audit or field examinations of the Administrative Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Morgan, Lewis & Bockius LLP, counsel to for the Administrative Agent andAgents, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and any other coxxxxx xxxx xxe Axxxxx xhall retain and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Banks or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative AgentAgents, the Issuing Banks or Bank, the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative AgentAgents, the Issuing Banks and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank and their Affiliates in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of legal counsel and audit or field examinations of the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Agents, any other counsel that the Agents shall retain, Xxxxxxx & Marsal LLC, financial advisor to the Administrative Agent andAgents, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and any other professional that the Agents shall retain and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Banks or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative AgentAgents, the Issuing Banks or Bank, the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative AgentAgents, the Issuing Banks and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 10.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender in connection with performance of due diligence by the Lender in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Note and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and 85 92 disbursements of one firm Morgxx, Xxxxx & Xockxxx XXX, counsel for the Lender and any other counsel that the Lender shall retain, reasonable fees and expenses of outside counsel technical or other consultants engaged by the Lender. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lender in connection with this Credit Agreement, the other Fundamental Documents, Note or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit or Parties against the NotesLender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, Lender (but excluding any such expenses to the Issuing Banks extent incurred by reason of the gross negligence or wilful misconduct of the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLender). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and the Lenders Lender from and hold them it harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes Note or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 12.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Borrower agrees to Borrowers and the Guarantors (by execution and delivery of the Guaranty) shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of the Agent, recording costs, and recording or intangible taxes, if any) of the Agent incurred by in connection with this Agreement and the Administrative Agent other Credit Documents, including, without limitation (in any event only to the extent relating to this Agreement or the other Credit Documents and only to the extent reasonable), (i) all costs, fees and taxes pertaining to the obtaining, preparation or filing of all equipment and inventory appraisals, audit reports, field examinations, lien searches, UCC-1 financing statements (including, without limitation, any release thereof), (ii) all fees and disbursements of special counsel for the Lenders and the Agent, (iii) all costs and fees incurred in connection with the performance preparation, negotiation, administration and execution and delivery of due diligencethis Agreement and the other Credit Documents, the syndication and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iv) sums paid or incurred to pay for any amount or to take any action required of the credit facility contemplated hereby, Borrowers or the negotiation, preparation, execution, delivery, waiver Guarantors under this Agreement that any Borrower fails to pay or modification take after any grace period applicable thereto; (v) costs and administration expenses of this Credit Agreement preserving and any other documentation contemplated hereby, protecting the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, Collateral; and (b) all during the existence of an Event of Default, costs and expenses (including reasonable attorney and documented out-of-pocket paralegal fees and expenses and reasonable costs and 104 expenses of financial consultants) paid or incurred by to obtain payment of the Administrative AgentObligations, enforce the Issuing Banks or the Lenders Lien in the enforcement Collateral, preserve and protect the Collateral, sell or protection (as distinguished from administration) of otherwise realize upon the rights Collateral, and remedies thereof in connection with this Credit Agreement, otherwise enforce the other Fundamental Documents, the Letters of Credit provisions hereof or the Notes, or as a result of any transaction, action Credit Document or non-action arising from to defend any claim made or threatened against the Agent or any of the foregoingLenders arising out of the transactions contemplated hereby (including, including but without limitation, preparations for and consultations concerning any such matters). The foregoing shall not limited tobe construed to limit any other provisions hereof, or of any Credit Document regarding costs and expenses to be paid by the Borrowers and the Guarantors. In the event any Borrower or any Guarantor becomes a debtor under the Bankruptcy Code, the reasonable fees Agent's and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel each Lender's secured claim in each applicable jurisdiction. Such payments such case shall be made include interest on the date this Credit Agreement is executed Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Borrower and thereafter promptly upon on demandBankruptcy Code. The Borrower agrees that it Borrowers and the Guarantors (by execution and delivery of the Guaranty) shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless each Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this other Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditDocuments.

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

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any the Fundamental DocumentDocuments, including but not limited to, the verification reasonable out-of-pocket costs of financial data and the transactions contemplated herebyaudit or field examinations, including the reasonable fees and disbursements of one firm of outside any counsel to that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionshall retain, and (b) the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the Administrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration or termination of any Letter of Credit.

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

Expenses; Documentary Taxes. The Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Arranger in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral Pledged Securities or any Fundamental Document, including but not limited to, the verification reasonable and documented out-of-pocket costs and reasonable internally allocated charges of financial data audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement (provided that so long as no Event of Default shall have occurred and be continuing, the transactions contemplated hereby, including Credit Parties shall not be responsible for the cost of more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to for the Administrative Agent and, and if reasonably necessary, one firm of special or other local counsel in each applicable jurisdictionper jurisdiction that the Administrative Agent shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of one firm of outside a single counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and Notes. Notwithstanding any provision to the extent that the Administrative Agentcontrary, the Issuing Banks and the Lenders comply with all reasonable requests Borrower’s obligations under this Section 13.4 shall not be duplicative of the any amounts paid by Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to under any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesother provision of this Credit Agreement. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or the expiration of any Letter of CreditLoans.

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

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

Expenses; Documentary Taxes. The Borrower agrees Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, JPMorgan Securities Inc., the Co-Administrative 117 Agent and the Syndication Agent in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Fundamental Document or any Fundamental DocumentCompletion Guaranty for a Qualifying Picture, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent, the Co-Administrative Agent andand the Issuing Bank and any other counsel that the Administrative Agent, if reasonably necessary, one firm of special Co-Administrative Agent or local counsel in each applicable jurisdictionthe Issuing Bank shall retain, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Co-Administrative Agent, the Issuing Banks Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Co-Administrative Agent, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower Borrowers and thereafter promptly upon on demand. The Borrower agrees Borrowers agree that it they shall indemnify the Administrative Agent, the Issuing Banks and the Lenders Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any the Fundamental DocumentDocuments, including including, but not limited to, the verification reasonable out-of-pocket costs of financial data and the transactions contemplated herebyaudit or field examinations, including the reasonable fees and disbursements of one firm of outside any counsel to that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionshall retain, and (b) the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the Administrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration or termination of any Letter of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees and the Guarantors jointly and severally agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Agent (including but not limited to the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent and the Agent, and any other replacement counsel that the Administrative Agent and the Agent shall retain) in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, the reasonable costs, fees and expenses of the Administrative Agent and the Agent (including but not limited to the reasonable fees and disbursements of one firm internal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, monitoring and valuation of outside counsel to collateral (including, without limitation, Inventory and Receivables) and reasonable syndication expenses of the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAgent, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Agent, the Issuing Banks or Co-Agents and the Lenders Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders, the Issuing Bank, the Agent, the Co-Agents or the Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Lenders, the Issuing Bank, the Agent, the Issuing Banks Co-Agents or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAdministrative Agent. Such payments shall be made on the date this Credit Agreement is executed by of entry of the Order and thereafter on demand. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Guarantors agree to reimburse the Administrative Agent, the Issuing Banks Bank, the Agent, the Co-Agents and the Lenders from for the Fees and hold them harmless against any documentary taxes, assessments or charges made expenses required by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks Fee Letter and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesreimbursement provisions thereof are hereby incorporated herein by reference. The obligations of the Borrower and the Guarantors under this Section 10.05 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration reimbursement of any Letter the Letters of Credit. The fees and expenses payable hereunder are in addition to those payable by the Borrower or the Guarantors under any other Loan Document.

Expenses; Documentary Taxes. The Borrower agrees to shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of the Agent, recording costs, recording or intangible taxes and title insurance, if any) of the Agent incurred by in connection with this Agreement and the Administrative Agent other Credit Documents, including, without limitation, (i) all costs, fees and taxes pertaining to the obtaining, preparation or filing of all appraisals, field examinations (including, without limitation, $750 per day per auditor, plus expenses), and due diligence reviews, Lien Searches, and UCC-1 financing statements (including, without limitation, any release thereof), (ii) all fees and disbursements of special counsel for the Lenders and the Agent, (iii) all costs and fees incurred in connection with the performance preparation, negotiation, administration and execution and delivery of due diligencethis Agreement and the other Credit Documents, the syndication and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder or any workout or restructuring, (iv) sums paid or incurred to pay for any amount or to take any action required of the credit facility contemplated hereby, Borrower hereunder or under this Agreement that the negotiation, preparation, execution, delivery, waiver Borrower fails to pay or modification take; (v) costs and administration expenses of this Credit Agreement preserving and any other documentation contemplated hereby, protecting the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, Collateral; and (b) all during the existence of an Event of Default, costs and expenses (including reasonable attorney and documented out-of-pocket expenses paralegal fees and expenses) paid or incurred by to obtain payment of the Administrative AgentObligations, enforce the Issuing Banks or the Lenders Lien in the enforcement Collateral, sell or protection (as distinguished from administration) of otherwise realize upon the rights Collateral, and remedies thereof in connection with this Credit Agreement, otherwise enforce the other Fundamental Documents, the Letters of Credit provisions hereof or the Notes, or as a result of any transaction, action Credit Document or non-action arising from to defend any claim made or threatened against the Agent or any of the foregoingLenders arising out of the transactions contemplated hereby (including, including but without limitation, preparations for and consultations concerning any such matters). The foregoing shall not limited tobe construed to limit any other provisions hereof, or of any Credit Document regarding costs and expenses to be paid by the Borrower. In the event the Borrower becomes a debtor under the Bankruptcy Code, the reasonable fees Agent's and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel each Lender's secured claim in each applicable jurisdiction. Such payments such case shall be made include interest on the date this Credit Agreement is executed Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Borrower and thereafter promptly upon on demandBankruptcy Code. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless each Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this other Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditDocuments.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees and the other Credit Parties jointly and severally agree to pay (aA) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Tranche B Agent and the Tranche C Agent (including but not limited to the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, the Collateral Agent and the Tranche B Agent, and any other replacement counsel that the Administrative Agent, the Collateral Agent, the Tranche B Agent and the Tranche C Agent shall retain) in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, and the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, (B) the reasonable costs, fees and expenses of the Administrative Agent, the Collateral Agent, the Tranche B Agent and the Tranche C Agent (including but not limited to the reasonable fees and disbursements of one firm internal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, and monitoring and valuation of outside counsel to Collateral (including, without limitation, Inventory and Receivables), (C) reasonable syndication expenses of the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAgent, and (bD) all 144 reasonable and documented out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks or Tranche B Agent, the Lenders Tranche C Agent, the Co-Agents and the Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders, the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Tranche C Agent, the Co-Agents or the Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of any one firm of outside or more counsel for the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks Tranche B Agent, the Tranche C Agent, the Co-Agents or the Lenders andAdministrative Agent incurred in the protection, if reasonably necessary, one firm enforcement and foreclosure of special or local counsel their Liens on the Collateral and of the Collateral Agent in each applicable jurisdictionthe creation and maintenance of the perfection of such Liens. Such payments shall be made on the date this Credit Agreement is executed by Closing Date and thereafter on demand. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the other Credit Parties agree to reimburse the Administrative Agent, the Issuing Banks Bank, the Collateral Agent, the Tranche B Agent, the Tranche C Agent, the Co-Agents and the Lenders from for the Fees and hold them harmless against any documentary taxes, assessments or charges made expenses required by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Fee Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesreimbursement provisions thereof are hereby incorporated herein by reference. The obligations of the Borrower and the other Credit Parties under this Section 10.05 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration reimbursement of any Letter the Letters of Credit. The fees and expenses payable hereunder are in addition to those payable by the Borrower or the other Credit Parties under any other Loan Document.

Expenses; Documentary Taxes. The Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Fronting Bank or Chase Securities Inc. in connection with performance of due diligence by the Administrative Agent in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionand the Fronting Bank, and (b) any other counsel that the Administrative Agent or the Fronting Bank shall retain, and the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties or any Lender against the NotesAdministrative Agent, the Fronting Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-non- action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative AgentLenders (it being understood, however, that the Issuing Banks Borrower shall not, in connection with any one such action or separate but substantially similar or related actions in the Lenders andsame jurisdiction arising out of the same general allegations or circumstances, if reasonably necessary, be liable for the reasonable fees or expenses of more than one separate firm of special or local counsel in each applicable jurisdictionattorneys for all such Lenders). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 11.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Borrower agrees to shall pay or reimburse (a) all reasonable and documented out-of-pocket expenses expenses, disbursements and advances (including, without limitation, all attorney and paralegal fees and expenses, recording costs, recording or intangible taxes, and title insurance, if any) of Lender reasonably incurred by in connection with this Agreement and the Administrative Agent other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and Financing Statements (including, without limitation, any release thereof), all costs and fees incurred in connection with the performance preparation, negotiation, administration, and execution and delivery of due diligencethis Agreement and the other Program Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Event of Default or alleged Event of Default hereunder or thereunder, (ii) sums paid or incurred to pay for any amount or to take any action required of Borrower hereunder or under any other Program Document that Borrower fails to pay or take; and (iii) in connection with an Event of Default, the syndication reasonably documented costs (an invoice shall be sufficient documentation) and expenses of preserving and protecting the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, Collateral; and (b) during the existence of an Event of Default, all reasonable costs and documented expenses (including out-of-pocket attorney and paralegal fees and expenses) reasonably incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Document or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses incurred to be paid by Borrower or any other Person. In the event Borrower becomes a debtor under an Insolvency Proceeding, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, attorneys' fees), all to the extent allowed by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionInsolvency Proceeding. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, value added taxes or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesother Program Documents. The obligations of the Borrower under this Section hereunder shall survive the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditAgreement.

Expenses; Documentary Taxes. The Borrower agrees Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents (including, but not limited to, the reasonable fees and disbursements of Xxxxx Xxxxxxxxxx LLP, special counsel for Lenders' Agent, and any other counsel that either Agent shall retain) in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters Letter of CreditCredit Guaranties, the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, including the reasonable costs, fees and disbursements expenses of one firm the Agents in connection with their pre-petition due diligence, periodic field audits, monitoring of outside counsel Inventory, administration of Collateral and (to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionextent agreed by Borrowers) publicity expenses, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Lenders and the Issuing Banks or the Lenders Agents in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders or any Agent in connection with this Credit Agreement, the Notes or the other Fundamental Loan Documents, the Letters of Credit or the Notesincluding, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Lenders or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany Agents. Such payments shall be made on the date this Credit Agreement is executed by of the Borrower First Day Order and thereafter promptly upon on demand. The Borrower agrees that it Whether or not the transactions hereby contemplated shall indemnify the Administrative Agentbe consummated, the Issuing Banks Borrowers agree to reimburse each Agent for the expenses set forth in the Commitment Letter and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made reimbursement provisions thereof are hereby incorporated herein by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesreference. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. The Borrower agrees Whether or not the transactions hereby contemplated shall be consummated, RRI and the other Borrowers, jointly and severally, agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the other Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, the Co-Lead Arrangers, the Joint Book-Running Managers and the Issuing Banks in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement Agreement, the other Fundamental Documents, and any other documentation contemplated herebyhereby or thereby, the making of the Revolving Credit Loans and the issuance of the Revolver Letters of Credit, the making of the Senior Priority Loans and the issuance of the Senior Priority Letters of Credit, the Collateral or any Fundamental Document, Real Property Asset including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the preparation, negotiation and administration of this Credit Agreement and the other Fundamental Documents, the verification of financial data and or the transactions contemplated herebyhereby or thereby, including and the reasonable fees and disbursements of one firm of outside Xxxxxxxx Chance US LLP, counsel to for the Administrative Agent andand any other counsel that any of the Agents and the Tranche A Agent shall retain, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and documented (c) all out-of-pocket expenses incurred by the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, any Issuing Banks Bank or the Lenders any Lender in connection with the enforcement or protection (as distinguished from administration) of the its rights and remedies thereof in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Credit, the Loans or the Notesany Notes hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, any Issuing Banks Bank or any of the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees RRI and the other Borrowers, jointly and severally, agree that it shall indemnify the Administrative Agent, the other Agents, the Collateral Agent, the Tranche A Agent, the Tranche A Collateral Agent, the Issuing Banks and the Lenders from and hold them harmless against any documentary documentary, transfer, stamp, excise, property or similar taxes, assessments or charges made by any Governmental Authority by reason of any payment made by or on behalf of RRI or other Credit Party hereunder or the execution and execution, filing, recording, performance, release, discharge, amendment, enforcement and/or delivery of this Credit Agreement or the Agreement, any Notes hereunder or the issuance of the any Letters of Credit, but, in each case, only if Credit or any other Fundamental Document or the transactions contemplated hereunder and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesthereunder. The obligations of the Borrower Credit Parties under this Section shall survive the Bank Credit Termination Date, the termination of this Credit Agreement and Agreement, the payment of the Loans Loans, the expiration or termination of the Letters of Credit and/or the expiration termination of any Letter Lender Hedging Agreement. Notwithstanding the foregoing, the reasonable fees and expenses of Credita financial adviser retained by or on behalf of the Administrative Agent, the other Agents, the Collateral Agent, any Issuing Bank or any of the Lenders from and after the Closing Date, shall only be payable by RRI and the other Borrowers, under the following circumstances: (1) such fees and expenses have been incurred pursuant to, and in accordance with, the FA Engagement Letter, (2) upon the occurrence of a Default or Event of Default, or (3) in connection with the preservation of rights or the exercise of remedies hereunder, under any other Fundamental Document, under Applicable Law or otherwise.

Expenses; Documentary Taxes. The Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Fronting Bank, Chase Securities Inc. or the Waiver Agent in connection with performance of due diligence by the Administrative Agent or the Waiver Agent in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionand the Fronting Bank, and (b) any other counsel that the Administrative Agent, the Waiver Agent or the Fronting Bank shall retain, and the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit Credit, and with respect to any action which may be instituted by any Person other than the Borrower or any Lender against the NotesAdministrative Agent, the Waiver Agent, the Fronting Bank or any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Waiver Agent, the Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 11.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not any Loans are made or Letters of Credit are issued or any other transactions contemplated by the Credit Documents shall be consummated, the Borrower agrees to shall pay (a) on demand all reasonable and documented "out-of-pocket pocket" expenses incurred by of the Administrative Agent, the Collateral Agent and the Lenders in connection with the performance preparation, and, in the case of due diligencethe Administrative Agent and the Collateral Agent, the syndication of the credit facility contemplated herebyadministration, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any the other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, Credit Documents (including the reasonable collateral monitoring and field examination fees and disbursements of one firm of outside counsel to the Administrative Agent andCollateral Agent), if reasonably necessaryany waiver or consent hereunder or thereunder, one firm of special any amendment or local counsel in each applicable jurisdiction, and (b) all reasonable and documented out-of-pocket expenses modification hereof or thereof or incurred by the Administrative Agent, the Issuing Banks Collateral Agent, the Letter of Credit Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof any Lender in connection with this Credit Agreementany Default or alleged Default hereunder and the protection, maintenance and preservation of the Collateral including, without limitation, reasonable fees and disbursements of counsel (including, without limitation, the other Fundamental Documentsallocated costs of in-house counsel), accountants and financial advisors and including specifically ZR&G, Emxxx, Xxxxxx & Maxxxx LLP, special real estate counsel and any local real estate counsel for the Letters of Credit Administrative Agent and the Collateral Agent and Ernst & Young LLP, financial advisors to ZR&G and, in connection with any such amendment, modification or the Notes, waiver or as a result of any transaction, action such enforcement or non-action arising from any of the foregoing, including but not limited toprotection, the reasonable fees and disbursements of one firm the Letter of outside counsel for Credit Bank and any Lender. The Borrower shall indemnify and hold harmless the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Collateral Agent, the Issuing Banks Letter of Credit Bank and the Lenders from and hold them harmless each Lender against any transfer taxes, excise taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or any other Credit Document, any modifications thereof or in connection with the issuance Collateral. Without limiting the foregoing, the provisions of this Section 11.3 shall survive the payment and performance of the Letters of Credit, but, in each case, only if Bank Obligations and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Agreement, and the agreements contained in Section 11.3 of the Existing Credit Agreement shall continue in full force and effect as to the payment of the Loans and/or the expiration of any Letter of Creditmatters covered thereby.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the other Agents, the Issuing Bank and/or the other members of the steering committee in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, any Real Property Asset or any Fundamental Loan Document, including but not limited to, the reasonable out-of-pocket, costs and internally allocated charges of legal counsel or audit or field examinations of the Administrative Agent, the other Agents or the other members of the steering committee in connection with the preparation, negotiation and administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Clifford Chance US LLP, counsel for the Administrative Agent, Shearmxx & Xxxrling, counsel to the Administrative Agent andCo-Documentation Agents, if reasonably necessarySimpson Thacher & Bartlett, one firm of special or local counsel in each applicable jurisdictionto the Syndication Agent, and Haxxxx xxx Xxxxx, LLX, xxxxxel to Credit Lyonnais New York Branch, axx XXX, finxxxxxl advisors to Clifford Chance US LLP, (b) all reasonable out-of-pocket expenses inxxxxxx xy any 125 Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and documented (c) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any of the other Agents, any Issuing Banks Bank or the Lenders any Lender in connection with the enforcement or protection (as distinguished from administration) of its rights and remedies (or the rights and remedies thereof of the Agents, the Issuing Bank, the Lenders or the other Secured Parties) in connection with this Credit Agreement, the other Fundamental Loan Documents, the Letters of Credit Credit, the Loans or the Notesany Notes hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, incurred during any workout, restructuring or negotiations in respect of the Loans or Letters of Credit, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative AgentAgents, any Issuing Bank or any of the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the other Agents, the Issuing Banks and the Lenders from and hold them harmless against any documentary documentary, transfer, stamp, excise, property or similar taxes, assessments or charges made by any Governmental Authority by reason of any payment made by or on behalf of the execution and Borrower or other Loan Party under the Credit Agreement or other Loan Documents or the execution, filing, recording, performance, release, discharge, amendment, enforcement and/or delivery of this Credit Agreement or the any Notes hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks Credit or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesother Loan Document. The obligations of the Borrower under this Section shall survive the Bank Credit Termination Date, the termination of this Credit Agreement and Agreement, the payment of the Loans Loans, the expiration or termination of the Letters of Credit and/or the expiration termination of any Letter of CreditLender Hedging Agreement.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Loans and the issuance of the Letters of Credit, the Collateral Collateral, any Mortgaged Property or any Fundamental Document, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent, and any other counsel that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionshall retain, and (b) if an Event of Default occurs, and subject to Section 11.11, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders any Lender in the enforcement enforcement, protection, workout or protection restructuring (as distinguished from administration) of the rights and remedies thereof of the Administrative Agent, the Issuing Bank or the Lenders (as the case may be) in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Credit, any notes evidencing the Loans hereunder, the Mortgaged Properties or the NotesCollateral, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly shall be due upon on demandreceipt of invoices but payable no later than thirty (30) days after receipt. The Borrower agrees that it shall indemnify the Administrative Agent, the Syndication Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 12.4 shall survive the termination of this Credit Agreement and the Commitments hereunder, the 112 payment of the Loans Obligations and the expiration, termination, cancellation and/or full cash collateralization of the expiration Letters of Credit hereunder. The Administrative Agent shall take all reasonable actions (as determined in its sole judgment) to minimize mortgage and similar taxes and fees payable by any Letter Credit Party in connection with the filing, recordation or perfection of Creditthe Liens now or hereafter securing the Obligations, including, without limitation, the amendment or modification of existing mortgage loan documents of record where (in the Administrative Agent's sole judgment) it is reasonable and practical to do so.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of one legal counsel or audit or field examinations of the Administrative Agent, the Collateral Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including hereby and the reasonable fees and disbursements of one firm of outside Morgan, Lewis & Bockius LLP, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAgents, and any other xxxxxxx xxxx any xx xxx Agents shall retain, (b) the reasonable fees and disbursements of King & Spalding, counsel for certain of the Lenders and (c) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Banks or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Note Agreement, the A-Advanced Guaranty, the Subordinated Security Agreement, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative AgentAgents, the Issuing Banks or Bank, the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demanddemand pursuant to a written invoice delivered to the Borrower at the notice address set forth herein. The Borrower agrees that it shall indemnify the Administrative AgentAgents, the Issuing Banks and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable fees and documented out-of-pocket expenses incurred by the Administrative Agent or Chemical Securities Inc. in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification modification, administration and administration enforcement of this Credit Agreement Agreement, the Pledged Securities, the Notes and the other Fundamental Documents or any other documentation contemplated herebyCompletion Guaranty for an item of Product, the making of the Loans and Loans, the issuance of the Letters of Credit, Credit or the Collateral or any Fundamental Document, including but not limited toto the reasonable out-of-pocket costs and internally allocated charges of audit or field examination of the Agent in connection with the administration of this Agreement, the verification of financial data and the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Morgxx, Xxxxx & Xockxxx XXX, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAgent, and (b) any other legal counsel that the Agent shall retain as well as all reasonable and documented out-of-pocket expenses and reasonable allocated costs incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of any outside counsel for the Administrative Agent, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes (excluding Notes executed and delivered solely as a result of an assignment pursuant to Section 12.3) or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. The Borrower agrees Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Fronting Bank or Chase Securities Inc. in connection with performance of due diligence by the Administrative Agent in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionand the Fronting Bank, and (b) any other counsel that the Administrative Agent or the Fronting Bank shall retain, reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrowers agree to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental Documents, Notes or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit Parties against the Administrative Agent, the Fronting Bank or any Lender in respect of the Notesforegoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative AgentLenders (it being understood, however, that the Issuing Banks Borrowers shall not, in connection with any one such action or separate but substantially similar or related actions in the Lenders andsame jurisdiction arising out of the same general allegations or circumstances, if reasonably necessary, be liable for the reasonable fees or expenses of more than one separate firm of special or local counsel in each applicable jurisdictionattorneys for all such Lenders). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees Borrowers agree that it they shall indemnify the Administrative Agent, the Issuing Banks Fronting Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower Borrowers under this Section 13.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the --------------------------- transactions hereby contemplated shall be consummated, the Borrower agrees and the other Credit Parties jointly and severally agree to pay (aA) all reasonable and documented out-out- of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Tranche B Agent (including but not limited to the reasonable fees and disbursements of Xxxxxx & Xxxxxxx, special counsel for the Administrative Agent, the Collateral Agent and the Tranche B Agent, and any other replacement counsel that the Administrative Agent, the Collateral Agent and the Tranche B Agent shall retain) in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, and the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, (B) the reasonable costs, fees and expenses of the Administrative Agent, the Collateral Agent and the Tranche B Agent (including but not limited to the reasonable fees and disbursements of one firm internal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, and monitoring and valuation of outside counsel to Collateral (including, without limitation, Inventory and Receivables), (C) reasonable syndication expenses of the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAgent, and (bD) all reasonable and documented out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks or Tranche B Agent, the Lenders Co-Agents and the Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders, the Issuing Bank, the Collateral Agent, the Tranche B Agent, the Co-Agents or the Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of any one firm of outside or more counsel for the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks Tranche B Agent, the Co- Agents or the Lenders andAdministrative Agent incurred in the protection, if reasonably necessary, one firm enforcement and foreclosure of special or local counsel their Liens on the Collateral and of the Collateral Agent in each applicable jurisdictionthe creation and maintenance of the perfection of such Liens. Such payments shall be made on the date this Credit Agreement is executed by Closing Date and thereafter on demand. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the other Credit Parties agree to reimburse the Administrative Agent, the Issuing Banks Bank, the Collateral Agent, the Tranche B Agent, the Co-Agents and the Lenders from for the Fees and hold them harmless against any documentary taxes, assessments or charges made expenses required by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Fee Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesreimbursement provisions thereof are hereby incorporated herein by reference. The obligations of the Borrower and the other Credit Parties under this Section 10.05 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration reimbursement of any Letter the Letters of Credit. The fees and expenses payable hereunder are in addition to those payable by the Borrower or the other Credit Parties under any other Loan Document.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Lender in connection with performance of due diligence by the Lender in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Note and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm Morgan, Lewis & Bockius LLP, counsel for the Lender and any other cxxxxxx xxxx xhe Xxxxxx shall retain, reasonable fees and expenses of outside counsel technical or other consultants engaged by the Lender. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lender in connection with this Credit Agreement, the other Fundamental Documents, Note or the Letters of Credit, and with respect to any action which may be instituted by any Person other than the Credit or Parties against the NotesLender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, Lender (but excluding any such expenses to the Issuing Banks extent incurred by reason of the gross negligence or wilful misconduct of the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLender). Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and the Lenders Lender from and hold them it harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or Agreement, the Notes Note or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 11.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees and the Guarantors jointly and severally agree to pay (a) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent, their business and legal advisors (including but not limited to the reasonable fees and disbursements of legal counsel) in connection with the performance of due diligencepreparation, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, the reasonable costs, fees and expenses of the Administrative Agent, the Managing Agent and the Collateral Agent (including but not limited to the reasonable fees and disbursements of one firm of outside counsel internal and third-party consultants and auditors) in connection with (i)(a) their periodic field examinations, (b) audits and (c) collateral (including lease) appraisals, provided, that, with respect to any such field examinations, audits and appraisals conducted after the Closing Date, the Borrower shall not be required to reimburse the Administrative Agent andor the Collateral Agent for more than three (3) field examinations and audits, if reasonably necessarythree (3) inventory appraisals and three (3) lease appraisals in any year (subject at all times after the Closing Date to an aggregate yearly cap of $180,000), one firm provided, further, that during the existence of special an Event of Default, the Borrower and the Guarantors shall pay for all field examinations and audits, inventory appraisals and lease appraisals conducted by the Administrative Agent, the Managing Agent or local counsel in each applicable jurisdictionthe Collateral Agent, without cost limitation; (ii) monitoring and valuation of collateral (including, without limitation, Inventory and Receivables) and (iii) reasonable syndication expenses of the Administrative Agent, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks or Managing Agent and the Lenders Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders, the Issuing Bank, the Collateral Agent, the Managing Agent, or the Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks Managing Agent, or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionAdministrative Agent. Such payments shall be made on the date this Credit Agreement is executed by of entry of the Borrower Order and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower and the Guarantors under this Section 10.05 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration reimbursement of any Letter the Letters of Credit. The fees and expenses payable hereunder are in addition to those payable to the Collateral Agent under the Security Agreement and by the Borrower or the Guarantors under any other Loan Documents (including, without limitation, the Fee Letter).

Expenses; Documentary Taxes. The Borrower agrees to shall pay (ai) all reasonable out-of-pocket expenses of the Agent, including fees and documented disbursements of special counsel for the Agent, in connection with the preparation of this Agreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (ii) if a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental DocumentBanks, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent andcounsel, if reasonably necessaryin connection with such Default and collection and other enforcement proceedings resulting therefrom, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable and documented including out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights enforcing this Agreement and remedies thereof in connection with this Credit Agreement, the other Fundamental Loan Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Agent and each Banks and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or other Loan Documents ("Other Taxes"). The Borrower hereby acknowledges that the issuance Bank Financial Consultant has been engaged as contemplated in the Financial Covenant Waiver Agreement, and hereby confirms its agreement to pay the reasonable fees and expenses of the Letters Bank Financial Consultant promptly upon receipt of Creditstatements; provided, buthowever, in each case, only if and to that except during the extent that the Administrative Agentexistence of an Event of Default, the Issuing Banks Borrower shall not be obligated to pay such fees in an aggregate amount in excess of $250,000, plus expenses, without the prior consent of the Borrower. The Borrower shall pay the Agent's standard charges for, and the Lenders comply with all reasonable requests fees and expenses of, the Agent's personnel used by the Agent for reviewing the books and records of the Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral, and if an outside field auditor is used instead of the Agent's personnel to comply with applicable reporting requirements (which requirements would not subject the Administrative Agentconduct such review and other examination, the Issuing Banks or Lenders to any unreimbursed cost or expense Borrower shall pay the reasonable fees and would not otherwise be materially disadvantageous to expenses of such outside field auditor; provided, however, that except during the Administrative Agentexistence of an Event of Default, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination not be obligated to pay for fees and expenses of this Credit Agreement and the payment of the Loans and/or the expiration of a field examination more than once in any Letter of Credit12 consecutive month period.

Expenses; Documentary Taxes. The Borrower agrees to Borrowers shall pay (ai) all reasonable out-of-pocket expenses of the Agent and documented the Collateral Agent, including fees and disbursements of special counsel for the Agent and special counsel for the Collateral Agent, in connection with the preparation and administration of the Financing Documents, any waiver or consent thereunder or any amendment thereof or any Default or alleged Default thereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred by the Administrative Agent in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of CreditAgent, the Collateral Agent or any Fundamental DocumentBank, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent andcounsel, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof in connection with this Credit Agreementsuch Event of Default and collection, the bankruptcy, insolvency and other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandenforcement proceedings resulting therefrom. The Borrower agrees that it Borrowers shall indemnify the Administrative Agent, the Issuing Banks and the Lenders from and hold them harmless each Bank against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Credit Agreement any Financing Document. SECTION . Sharing of Set-offs. Each Bank agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes or held by the issuance of the Letters of Creditother Banks, butand such other adjustments shall be made, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary required so that all such payments of principal and interest with respect to reduce the Notes held by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of set-off or eliminate counterclaim it may have and to apply the amount subject to such documentary taxes, assessments or charges. The exercise to the payment of obligations of the Borrower Borrowers other than obligations under this Section shall survive the termination Notes. The Borrowers agree, to the fullest extent they may effectively do so under applicable law, that any holder of this Credit Agreement a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and the payment other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Loans and/or Borrowers in the expiration amount of any Letter of Creditsuch participation.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or Chase Securities Inc. in connection with with, or growing out of, the performance of due diligence, the syndication of the -106- 108 credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Fundamental Document or any Fundamental DocumentCompletion Bond for an item of Product, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Morgxx, Xxxxx & Xockxxx XXX, counsel to for the Administrative Agent and, if reasonably necessary, one firm of special and the Issuing Bank and any other counsel that the Administrative Agent or local counsel in each applicable jurisdictionthe Issuing Bank shall retain, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, Agent or the Issuing Banks or the Lenders Bank in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, Agent or the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionBank. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or the expiration of any Letter of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger or JPM Mezzanine Capital, LLC in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arranger or JPM Mezzanine Capital, LLC in connection with, or growing out of, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral Pledged Securities or any Fundamental Document, including but not limited to, the verification reasonable and documented out-of-pocket costs and reasonable internally allocated charges of financial data audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement (provided that so long as no Event of Default shall have occurred and be continuing, the transactions contemplated hereby, including Credit Parties shall not be responsible for the cost of more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to for the Administrative Agent andand JPM Mezzanine Capital, LLC and if reasonably necessary, one firm of special or other local counsel in each applicable jurisdictionper jurisdiction that the Administrative Agent shall retain, and (biii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of one firm of outside a single counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and Notes. Notwithstanding any provision to the extent that the Administrative Agentcontrary, the Issuing Banks and the Lenders comply with all reasonable requests Borrower’s obligations under this Section 13.4 shall not be duplicative of the any amounts paid by Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to under any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesother provision of this Credit Agreement. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. The Borrower agrees to Purchaser shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of Lender, recording costs, recording or intangible taxes, and title insurance, if any) of Lender incurred by in connection with this Agreement and the Administrative Agent other Program Documents, including, without limitation, (i) all costs, fees, and taxes pertaining to the obtaining, preparation, or filing of all Lien searches and financing statements (including, without limitation, any release thereof), (ii) all costs and fees incurred in connection with the performance of due diligencepreparation, the syndication of the credit facility contemplated hereby, the negotiation, preparationadministration, executionand execution and delivery of this Agreement and the other Program Documents, delivery, and any waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral consent hereunder or thereunder or any Fundamental Documentamendment hereof or thereof or any Default or alleged Default hereunder or thereunder, including but not limited to, (iii) sums paid or incurred to pay for any amount or to take any action required of Purchaser hereunder or under this Agreement that Purchaser fails to pay or take; (iv) costs and expenses of preserving and protecting the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, Collateral; and (b) during the existence of an Event of Default, costs and expenses (including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Program Document or to defend any claim made or threatened against Lender arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Program Document regarding costs and expenses to be paid by Purchaser or any other Person. In the event Purchaser becomes a debtor under the Bankruptcy Code, Lender's secured claim in such case shall include interest on the Obligations and all fees, costs, and charges provided for herein (including, without limitation, reasonable and documented out-of-pocket expenses incurred attorneys' fees actually incurred), all to the extent allowed by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionBankruptcy Code. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it Purchaser shall indemnify the Administrative Agent, the Issuing Banks and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments assessments, or charges made by any Governmental Body or Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance other Program Documents. Any of the Letters of Credit, but, in each case, only if and foregoing to the extent contrary notwithstanding, Lender agrees that Purchaser shall have no obligation to reimburse Lender more than $35,000 for Lender's counsel's legal fees arising from the Administrative Agent, negotiation and preparation of the Issuing Banks initial Program Documents and the Lenders comply with all reasonable requests closing of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditProgram.

Expenses; Documentary Taxes. The Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Arranger in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification reasonable and documented out-of-pocket costs and reasonable internally allocated charges of financial data audit examinations of the Administrative Agent in connection with the administration of this Credit Agreement (provided that so long as no Event of Default shall have occurred and be continuing, the transactions contemplated hereby, including Borrower shall not be responsible for the cost of more than one (1) such audit examination during any calendar year) and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to for the Administrative Agent and, and if reasonably necessary, one firm of special or other local counsel in each applicable jurisdictionper jurisdiction that the Administrative Agent shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the Notes, or the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of one firm of outside a single counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and Notes. Notwithstanding any provision to the extent that the Administrative Agentcontrary, the Issuing Banks and the Lenders comply with all reasonable requests Borrower’s obligations under this Section 9.4 shall not be duplicative of the any amounts paid by Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to under any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesother provision of this Credit Agreement. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent and the Issuing Bank in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of one legal counsel or audit or field examinations of the Administrative Agent, the Collateral Agent, the Collateral Monitoring Agent and the Issuing Bank connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Morgan, Lewis & Bockius LLP, counsel to for the Administrative Agent andAgents, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and any other cxxxxxx xxxx xny xx xxx Agents shall retain and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative AgentAgents, the Issuing Banks or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agents, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative AgentAgents, the Issuing Banks or Bank, the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative AgentAgents, the Issuing Banks and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees and the Guarantors jointly and severally agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent (including but not limited to the reasonable fees and disbursements of Latham & Watkins, special counsel fox xxx Admxxxxxxxtive Agent and the Collateral Agent, and any other replacement counsel that the Administrative Agent and the Collateral Agent shall retain) in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification delivery and administration of this Credit Agreement Agreement, the Notes and any the other documentation contemplated herebyLoan Documents, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification syndication of financial data and the transactions contemplated hereby, the reasonable costs, fees and expenses of the Administrative Agent and the Collateral Agent (including but not limited to the reasonable fees and disbursements of one firm internal and third-party consultants and auditors) in connection with their periodic field audits and appraisals, monitoring and valuation of outside counsel to Collateral (including, without limitation, Inventory and Receivables) and reasonable syndication expenses of the Administrative Agent andAgent, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks or Co-Agents and the Lenders Administrative Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of any one or more of the Lenders, the Issuing Bank, the Collateral Agent, the Co-Agents or the Administrative Agent in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Notes or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoingother Loan Documents, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Lenders, the Issuing Bank, the Collateral Agent, the Issuing Banks Co-Agents or the Lenders andAdministrative Agent incurred in the protection, if reasonably necessary, one firm enforcement and foreclosure of special or local counsel their Liens on the Collateral and of the Collateral Agent in each applicable jurisdictionthe creation and maintenance of the perfection of such Liens. Such payments shall be made on the date this Credit Agreement is executed by Closing Date and thereafter on demand. Whether or not the transactions hereby contemplated shall be consummated, the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Guarantors agree to reimburse the Administrative Agent, the Issuing Banks Bank, the Collateral Agent, the Co-Agents and the Lenders from for the Fees and hold them harmless against any documentary taxes, assessments or charges made expenses required by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks Fee Letter and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesreimbursement provisions thereof are hereby incorporated herein by reference. The obligations of the Borrower and the Guarantors under this Section 10.05 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration reimbursement of any Letter the Letters of Credit. The fees and expenses payable hereunder are in addition to those payable by the Borrower or the Guarantors under any other Loan Document.

Expenses; Documentary Taxes. The Borrower agrees to shall pay (ai) all reasonable out-of-pocket expenses of the Agent, including fees and documented disbursements of special counsel for the Agent, in connection with the preparation of this Agreement and the other Loan Documents, any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, and (ii) if a Default occurs, all out-of-pocket expenses incurred by the Administrative Agent in connection with the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental DocumentBanks, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent andcounsel, if reasonably necessaryin connection with such Default and collection and other enforcement proceedings resulting therefrom, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable and documented including out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights enforcing this Agreement and remedies thereof in connection with this Credit Agreement, the other Fundamental Loan Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless each Bank against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or other Loan Documents ("Other Taxes"). The Borrower hereby acknowledges that the issuance Bank Financial Consultant has been engaged as contemplated in the Financial Covenant Waiver Agreement, and hereby confirms its agreement to pay the reasonable fees and expenses of the Letters Bank Financial Consultant promptly upon receipt of Creditstatements. The Borrower shall pay the Agent's standard charges for, but, in each case, only if and to the extent that the Administrative Agentfees and expenses of, the Issuing Banks Agent's personnel used by the Agent for reviewing the books and the Lenders comply with all reasonable requests records of the Borrower and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral, and if an outside field auditor is used instead of the Agent's personnel to comply with applicable reporting requirements (which requirements would not subject the Administrative Agentconduct such review and other examination, the Issuing Banks Borrower shall pay the reasonable fees and expenses of such outside field auditor; provided, however, that except during the existence of an Event of Default, the Borrower shall not be obligated to pay for fees and expenses of a field examination more than once in any 12 consecutive month period. In addition, the Agent may obtain, at the sole cost and expense of the Borrower, appraisals of all or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to part of the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations Collateral of the Borrower under this Section shall survive the termination of this Credit Agreement and the payment Guarantors; provided, that except during the existence of an Event of Default, the Borrower shall not be required to pay for more that one appraisal of the Loans and/or the expiration real property described in any particular Mortgage, or for more one appraisal for any other particular type of Collateral, in any Letter of Credit12 consecutive month period.

Expenses; Documentary Taxes. The Borrower agrees Whether or not the transactions hereby contemplated shall be consummated, the Borrowers agree to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with performance of due diligence by the Agent in connection with the performance of due diligence, transactions hereby contemplated and the syndication of the credit facility contemplated hereby, the negotiationsyndication, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes and the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental DocumentLoans, including but not limited toto any internally allocated audit costs, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm Morgxx, Xxxxx & Xockxxx XXX, counsel for the Agent, and any other counsel that the Agent shall retain, fees and expenses of outside counsel technical or other consultants engaged by the Agent to the Administrative Agent andextent previously approved by the Borrowers, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) as well as all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit Agreement or the Notes, and with respect to any action which may be instituted by any Person other than the Debtors against any Lender in respect of the foregoing, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees Borrowers agree that it they shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter of Credit.the

Expenses; Documentary Taxes. The Borrower agrees to Borrowers shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of the Agent and the Arranger, recording costs, recording or intangible taxes and title insurance, if any) of the Agent and the Arranger incurred in connection with this Agreement and the other Credit Documents, including, without limitation, (i) all reasonable costs, fees and taxes pertaining to the obtaining, preparation or filing of all equipment appraisals, audit reports and field examinations (except as expressly limited by SECTION 5.29), lien searches, UCC-1 financing statements (including, without limitation, any release thereof), the Administrative Mortgages, the Real Property Documentation, and other due diligence, including due diligence with respect to the acquisition of the ACS Business (ii) all reasonable fees and disbursements of special counsel for the Agent in connection with the performance of due diligenceforegoing, (iii) all reasonable costs and fees incurred in connection with the syndication of the credit facility contemplated herebypreparation, the negotiation, preparationadministration and execution and delivery of this Agreement and the other Credit Documents, execution, delivery, and any waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral 113 consent hereunder or thereunder or any Fundamental Documentamendment hereof or thereof or any Default or alleged Default hereunder or thereunder, including but not limited to, the verification (iv) sums paid or incurred to pay for any amount or to take any action required of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel any Borrower or any Guarantor hereunder or under this Agreement that any Borrower fails to the Administrative Agent and, if reasonably necessary, one firm of special pay or local counsel in each applicable jurisdiction, take as required under this Agreement; and (b) during the existence of an Event of Default, reasonable costs and expenses (including reasonable attorney and paralegal fees and expenses of special counsel for the Agent and the Lenders and reasonable costs and expenses of financial consultants) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, preserve and protect the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Credit Document or to defend any claim made or threatened against the Agent or Arranger or any of the Lenders arising out of the transactions contemplated hereby (including, without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions hereof, or of any Credit Document regarding costs and expenses to be paid by any Borrower. In the event any Borrower or any Guarantor becomes a debtor under the Bankruptcy Code, the Agent's and each Lender's secured claim in such case shall include interest on the Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable and documented out-of-pocket expenses incurred attorneys' fees actually incurred), all to the extent allowed by the Administrative Bankruptcy Code. The Borrowers shall indemnify the Agent, the Issuing Banks or the Lenders in the enforcement or protection (as distinguished from administration) of the rights Arranger and remedies thereof in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and the Lenders from and hold them harmless Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this other Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditDocuments.

Expenses; Documentary Taxes. The Borrower agrees to shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses, recording costs of the Agents and the Issuers incurred by in connection with this Agreement and the Administrative Agent other Credit Documents, including, without limitation, (i) all costs, fees and taxes pertaining to the obtaining, preparation or filing of all equipment appraisals, Lien Searches, UCC-1 financing statements (including, without limitation, any release thereof), recording or intangible taxes (ii) all fees and disbursements of special counsel for the Lenders, the Agents, and the Issuers, (iii) all costs and fees incurred in connection with the performance preparation, negotiation, administration and execution and delivery of due diligencethis Agreement and the other Credit Documents, the syndication and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iv) sums paid or incurred to pay for any amount or to take any action required of the credit facility contemplated hereby, Borrower hereunder or under this Agreement that the negotiation, preparation, execution, delivery, waiver Borrower fails to pay or modification take; (v) costs and administration expenses of this Credit Agreement preserving and any other documentation contemplated hereby, protecting the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the reasonable fees and disbursements of one firm of outside counsel to the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, Collateral; and (b) during the existence of an Event of Default all reasonable costs and documented out-of-pocket expenses incurred by of the Administrative AgentAgents, the Issuing Banks Issuers and the Lenders (including reasonable attorney and paralegal fees and expenses) paid or incurred to obtain payment of the Obligations, enforce the Lien in the Collateral, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions hereof or of any Credit Document or to defend any claim made or threatened against any of the Agents, the Issuers or the Lenders in the enforcement or protection (as distinguished from administration) arising out of the rights transactions contemplated hereby (including, without limitation, preparations for and remedies thereof in connection with this Credit Agreement, the consultations concerning any such matters). The foregoing shall not be construed to limit any other Fundamental Documents, the Letters of Credit or the Notesprovisions hereof, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees Credit Document regarding costs and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall expenses to be made on the date this Credit Agreement is executed paid by the Borrower or any Subsidiary. In the event that the Borrower or any Subsidiary Guarantor becomes a debtor under the Bankruptcy Code, each Agent's, each Issuer's and thereafter promptly upon each Lender's secured claim in such case shall include interest on demandthe Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Bankruptcy Code. The Borrower agrees that it shall indemnify the Administrative AgentAgents, the Issuing Banks Issuers, and the Lenders from and hold them harmless against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this other Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditDocuments.

Expenses; Documentary Taxes. The Borrower agrees to shall pay (a) all reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable attorney and paralegal fees and expenses of the Agent, recording costs, recording or intangible taxes and title insurance, if any) of the Agent incurred by the Administrative Agent in connection with this Agreement and the performance other Credit Documents, including, without limitation, (i) all reasonable costs, fees and taxes pertaining to the obtaining, preparation or filing of due diligenceall equipment appraisals , audit reports and field examinations (except as expressly limited by SECTION 5.29), lien searches, UCC-1 financing statements (including, without limitation, any release thereof), the syndication of the credit facility contemplated herebyMortgages, the negotiationReal Property Documentation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral or any Fundamental Document, including but not limited to, the verification of financial data and the transactions contemplated hereby, including the (ii) all reasonable fees and disbursements of one firm special counsel for the Agent, (iii) all reasonable costs and fees incurred in connection with the preparation, negotiation, administration and execution and delivery of outside counsel this Agreement and the other Credit Documents, and any waiver or consent hereunder or thereunder or any amendment hereof or thereof or any Default or alleged Default hereunder or thereunder, (iv) sums paid or incurred to pay for any amount or to take any action required of the Administrative Agent and, if reasonably necessary, one firm of special Borrower or local counsel in each applicable jurisdiction, any Guarantor hereunder or under this Agreement that the Borrower fails to pay or take as required under this Agreement; and (b) all during the existence of an Event of Default, reasonable costs and documented out-of-pocket expenses incurred by (including reasonable attorney and paralegal fees and expenses of special counsel for the Administrative Agent, the Issuing Banks or Agent and the Lenders and reasonable costs and expenses of financial consultants) paid or incurred to obtain payment of the Obligations, enforce the Lien in the enforcement Collateral, preserve and protect the Collateral, sell or protection (as distinguished from administration) of otherwise realize upon the rights Collateral, and remedies thereof in connection with this Credit Agreement, otherwise enforce the other Fundamental Documents, the Letters of Credit provisions hereof or the Notes, or as a result of any transaction, action Credit Document or non-action arising from to defend any claim made or threatened against the Agent or any of the foregoingLenders arising out of the transactions contemplated hereby (including, including but without limitation, preparations for and consultations concerning any such matters). The foregoing shall not limited tobe construed to limit any other provisions hereof, or of any Credit Document regarding costs and expenses to be paid by the Borrower. In the event the Borrower or any Guarantor becomes a debtor under the Bankruptcy Code, the reasonable fees Agent's and disbursements of one firm of outside counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel each Lender's secured claim in each applicable jurisdiction. Such payments such case shall be made include interest on the date this Credit Agreement is executed Obligations and all fees, costs and charges provided for herein (including, without limitation, reasonable attorneys' fees actually incurred), all to the extent allowed by the Borrower and thereafter promptly upon on demandBankruptcy Code. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless each Lender against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this other Credit Agreement and the payment of the Loans and/or the expiration of any Letter of CreditDocuments.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the Notes, the making of the Loans and the issuance of the Letters of CreditLoans, the Collateral or any the Fundamental DocumentDocuments, including but not limited to, the verification reasonable out-of-pocket costs and internally allocated charges of financial data and the transactions contemplated herebyaudit or field examinations, including the reasonable fees and disbursements of one firm of outside any counsel to that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionshall retain, and (b) the reasonable fees and expenses of technical or other consultants engaged by the Administrative Agent. Such payments shall be made on the date of execution of this Credit Agreement and thereafter on demand. In addition, the Borrower agrees to pay all reasonable and documented out-of-pocket expenses and reasonable allocated costs of in-house counsel incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the Notes or the other Fundamental Documents, and with respect to any action which may be instituted by any Person other than the Letters of Credit Borrower or any Lender against the NotesAdministrative Agent or any Lender, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, to the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on demand after the date of execution of this Credit Agreement is executed by the Borrower and thereafter promptly upon on demandAgreement. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Agent and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesNotes. The obligations of the Borrower under this Section 11.4 shall survive the termination of this Credit Agreement and and/or the payment of the Loans and/or the expiration of any Letter of CreditLoans.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or J.P. Xxxxxx Xxcurities Inc. in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities or any Fundamental Document, including including, but not limited to, the reasonable out-of-pocket costs and internally allocated charges of audit or field examinations of the Agent in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Morxxx, Xxxxx & Bockius LLP, counsel to for the Administrative Agent andand the Issuing Bank, if reasonably necessary, one firm of special and any other counsel that the Agent or local counsel in each applicable jurisdictionthe Issuing Bank shall retain, and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agent, the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or the Notes, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the -93- 102 reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the other Fundamental Documents or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or and the expiration of any Letter all Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Documentation Agent in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Revolving Credit Loans and the issuance of the Letters of Credit, the Collateral Collateral, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket fees and disbursements of outside legal counsel and of out-of-pocket costs and internally allocated charges of audit or field examinations of the Administrative Agent and the Documentation Agent in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Agents and Xxxxxx, Del Genio, Xxxxx & Co., LLP, financial advisors to Xxxxxx, Xxxxx & Bockius LLP and any other counsel that either of outside counsel to the Administrative Agent andAgents shall retain, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, and (b) all reasonable out-of-pocket expenses incurred by the individual members of the steering committee in connection with, or arising out of, the performance of due diligence, the negotiation, preparation, execution, and documented delivery of this Credit Agreement and any other documentation contemplated hereby; provided, however, that the aggregate amount of such out-of-pocket expenses of all of the individual steering committee members shall not exceed $150,000, and (c) if an Event of Default occurs, and subject to Section 12.11, all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Bank, the Documentation Agent or the Lenders any Lender in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Agents, the Issuing Bank or the Lenders in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for either of the Administrative AgentAgents, the Issuing Banks Bank or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly shall be due upon on demandreceipt of invoices but payable no later than thirty (30) days after receipt. The Borrower agrees that it shall indemnify the Administrative Agent, the Documentation Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any U.S. Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section shall survive the Bank Credit Termination Date, the termination of this Credit Agreement and Agreement, the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (a) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Issuing Bank in connection with with, or arising out of, the performance of due diligence, the syndication of the credit facility contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities, any Real Property Asset or any Fundamental Document, including but not limited to, the reasonable out-of-pocket costs and internally allocated charges of legal counsel or audit or field examinations of the Administrative Agent and the Issuing Bank in connection with the administration of this Credit Agreement, the verification of financial data and or the transactions contemplated hereby, including and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to for the Administrative Agent, and any other counsel that the Administrative Agent and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction, shall retain and (b) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders Bank, any Lender and any other Secured Party in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Parties in connection with this Credit Agreement, the other Fundamental Documents, the Letters of Credit or any notes evidencing the NotesLoans hereunder, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for any of the Administrative Agent, the Issuing Banks or Bank, the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionany other Secured Party. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks and Bank, the Lenders and any other Secured Parties from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or any notes evidencing any of the Notes Loans hereunder or the issuance of the Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the Facility Termination Date, the termination of this Credit Agreement and the payment of the Loans and/or the expiration of any Letter the Letters of Credit.

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

Expenses; Documentary Taxes. The Whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and the Bookrunners in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility contemplated herebyFacility, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities or any Fundamental Document, including including, but not limited to, the reasonable and documented out-of-pocket costs and charges of accountants and audit or field 185 examinations of the Administrative Agent, in connection with the administration of this Credit Agreement, the verification of financial data and the transactions contemplated hereby, including and the reasonable and documented fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to for the Administrative Agent andAgent, if reasonably necessary, and one firm of special or local counsel in each applicable jurisdictionjurisdiction that the Administrative Agent shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks or the Lenders Agent in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders or any participant in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including including, but not limited to, the reasonable fees and disbursements of one firm of outside any counsel for the Administrative Agent, the Issuing Banks or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdiction. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxesTaxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit, but, in each case, only if and to the extent that the Administrative Agent, the Issuing Banks and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or charges. The obligations of the Borrower under this Section 13.4 shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or Loans, the expiration reimbursement of all L/C Exposure and the termination of any Letter of CreditSwap Agreement.

Expenses; Documentary Taxes. The Subject to the limitation agreed between the Borrower and the Arranger and the Administrative Agent for expenses accrued through the Closing Date, whether or not the transactions hereby contemplated shall be consummated, the Borrower agrees to pay (ai) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Arranger in connection with with, or growing out of, the performance of due diligence, the syndication of the credit facility facilities contemplated hereby, the negotiation, preparation, execution, delivery, waiver or modification and administration of this Credit Agreement and any other documentation contemplated hereby, the making of the Loans and Loans, the issuance of the Letters of Credit, the Collateral Collateral, the Pledged Securities or any Fundamental Document, including but not limited to, the verification reasonable and documented out-of-pocket costs and reasonable and documented internally allocated charges of financial data audit or field examinations of the Administrative Agent in connection with the administration of this Credit Agreement (provided that so long as no Event of Default shall have occurred and be continuing, the transactions contemplated hereby, including Credit Parties shall not be responsible for the cost of more than one (1) such audit or field examination during any calendar year) and the reasonable fees and disbursements of one firm of outside Xxxxxx, Xxxxx & Xxxxxxx, LLP, counsel to for the Administrative Agent and, and if reasonably necessary, one firm of special or other local counsel in each applicable jurisdictionper jurisdiction that the Administrative Agent shall retain, and (bii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Banks Agent or the Lenders in the enforcement or protection (as distinguished from administration) of the rights and remedies thereof of the Lenders in connection with this Credit Agreement, the other Fundamental DocumentsNotes, the Letters of Credit or the Notesother Fundamental Documents, or as a result of any transaction, action or non-action arising from any of the foregoing, including but not limited toincluding, the reasonable fees and disbursements of one firm of outside a single counsel for the Administrative Agent, the Issuing Banks Agent or the Lenders and, if reasonably necessary, one firm of special or local counsel in each applicable jurisdictionLenders. Such payments shall be made on the date this Credit Agreement is executed by the Borrower and thereafter promptly upon on demand. The Borrower agrees that it shall indemnify the Administrative Agent, the Issuing Banks Bank and the Lenders from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Credit Agreement or the Notes or the issuance of the any Letters of Credit, but, in each case, only if and . Notwithstanding any provision to the extent that the Administrative Agentcontrary, the Issuing Banks Borrower’s obligations under this Section 13.4 shall not be duplicative of any amounts paid by Borrower under any other provision of this Credit Agreement or agreed by the Borrower and the Lenders comply with all reasonable requests of the Borrower to comply with applicable reporting requirements (which requirements would not subject the Arranger 121 and Administrative Agent, the Issuing Banks or Lenders to any unreimbursed cost or expense and would not otherwise be materially disadvantageous Agent for expenses accrued prior to the Administrative Agent, Issuing Banks or Lenders, as applicable) as may be necessary to reduce or eliminate such documentary taxes, assessments or chargesClosing Date. The obligations of the Borrower under this Section shall survive the termination of this Credit Agreement and Agreement, the payment of the Loans and/or and the expiration of any Letter the Letters of Credit.