Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Each Borrower shall pay within five (5) Banking two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofthereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following and during the continuation of an any Event of Default, each Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the Lenders other Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall its net income or capital and franchise taxes imposed on such Lender (including taxes on gross income imposed in lieu of net incomeit, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Closing Date in any law, rule or regulation or any change following the Closing Date in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower the Parent with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five twenty (520) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to that may be payable in connection with the filing or recording execution and delivery of this Agreement, any other the Loan Document or any other instrument or writing Documents and agrees to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower and the Co-Borrowers ------------------------- shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrower and during the continuation of an Event of Default, Borrower Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a --------- bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out- of-pocket expenses of any legal counsel (including reasonably allocated costs of --------- legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co- Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole --------- or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower and the Co-Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrower and during the continuation of an Event of Default, Borrower Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co-Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall agrees (a) to pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the or reimburse Administrative Agent for all reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiationdevelopment, preparation, syndicationnegotiation, execution, delivery, administration and interpretation execution of this Agreement and the other Loan Documents and any amendment thereto amendment, waiver, consent, or waiver thereof. Following other modification of the provisions hereof and during thereof (whether or not the continuation transactions contemplated hereby or thereby are consummated), and the consummation and administration of an Event of Defaultthe transactions contemplated hereby and thereby, Borrower shall also including all Attorney Costs, and (b) to pay on demand, accompanied by an invoice therefor, the reasonable or reimburse Administrative Agent and each Lender for all costs and expenses of the Administrative Agent and the Lenders incurred in connection with the refinancingenforcement, restructuringattempted enforcement, reorganization or preservation of any rights or remedies under this Agreement or the other Loan Documents (including a bankruptcy reorganization) all such costs and enforcement expenses incurred during any “workout” or attempted enforcement restructuring in respect of the Loan DocumentsObligations and during any legal proceeding, and including any matter related theretoproceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include filing feesall search, recording feesfiling, recording, title insurance feesinsurance, and appraisal fees, search feescharges and fees and taxes related thereto, and other out of out-of-pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed incurred by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupAgent. Borrower All amounts due under this Section 11.2 shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligationswithin ten (10) Business Days after demand therefor. Any amount payable to the Administrative Agent or and any Lender under this Section 11.3 shall bear interest 11.2 shall, from the fifth Banking Day following the date of demand for payment payment, and any other amount payable to Administrative Agent under the Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the Default Raterate in effect under each Note with respect to Reference Rate Borrowings. The agreements in this Section 11.2 shall survive the repayment of all Obligations.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.2118.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 18.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 18.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes, branch profits taxes or branch profits franchise taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or ”, (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America on the day such Lender becomes a Lender hereunder or for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and (iii) any withholding taxes imposed under FATCA, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Syndication Agents and the Lead Arrangers in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and of the Administrative Agent in connection with any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders each Creditor in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent and the Issuing Lender reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of its net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business ------------------------- Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents Documents, and the reasonable costs and expenses of the Administrative Agent in connection with any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Creditors and the Lenders Arranger in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and --------- enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably --------- allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of --------- net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder here under or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, on demand the reasonable costs and expenses of the Administrative Agent GE Capital, individually and in its capacity as Agent, and its Affiliates and agents, in connection with (a) the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during Documents; (b) the continuation of an Event of Defaultongoing administration (including, Borrower shall also pay on demandwithout limitation, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders (i) consultation with attorneys in connection with such ongoing administration and with respect to the Agent's rights and responsibilities under this Agreement and the other Loan Documents and (ii) the Agent's periodic audits of Borrower), amendment, waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the any Loan Documents, ; (c) any assignment or sale of a participation by GE Capital permitted by Section 11.8 and (d) any matter related thereto. The foregoing costs and expenses shall include to any of the foregoing, including filing fees, recording fees, title insurance fees, appraisal fees, search fees, reasonable travel expenses, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel and of any other professionals retained by GE Capital in any capacity (including reasonably allocated costs of legal including, without limitation, King & Spalding, special counsel employed to the Agent and GE Capital, any other counsel retained by the Administrative Agent or GE Capital in any Lendercapacity, auditors, accountants, appraisers, valuation consultants, insurance and environmental advisors, records research firms, management consultants, and other consultants and agents), independent public accountants and other outside experts retained by the Administrative Agent including any costs, expenses or any Lender, whether or not such costs and expenses are fees incurred or suffered by the Administrative Agent or GE Capital in any Lender capacity, in connection with or during the course of any bankruptcy or insolvency proceedings of any member Borrower. Borrower shall also pay on demand the costs and expenses of each of the Consolidated GroupLenders in connection with the restructuring and enforcement or attempted enforcement of any Loan Documents and any matter related thereto, including travel expenses and other reasonable out-of-pocket expenses and the fees and other reasonable out-of-pocket expenses of any legal counsel retained by any of the Lenders, including any costs, expenses or fees incurred or suffered by any of the Lenders in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower. Borrower shall pay any and all documentary tax, stamp tax, intangibles tax, intangible recording tax, ad valorem tax, value added tax, excise tax and any other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum similar taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, levies and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders each Lender from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party Borrower to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) ------------------------- Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuringrestructur ing, reorganization (including a bankruptcy reorganization) and --------- enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by --------- the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding --------- (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent ----- such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the ----- Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall ---- bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Each Borrower shall pay within five (5) Banking two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofthereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following and during the continuation of an any Event of Default, each Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the Lenders other Creditors in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably INCLUDING allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall its net income or capital and franchise taxes imposed on such Lender (including taxes on gross income imposed in lieu of net incomeit, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Closing Date in any law, rule or regulation or any change following the Closing Date in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower the Parent with the appropriate form or forms required by Section 11.21, to the extent such forms are then -69- required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuringrestructur ing, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrowers or any Subsidiary thereof. Borrower Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower and the Co-Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrower and during the continuation of an Event of Default, Borrower Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co-Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, (a) the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof, and (b) the Construction Consultant in connection with the monitoring services provided by the Construction Consultant (all as more fully set out in a letter agreement between the Administrative Agent and Borrower). Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors after any Event of Default in connection with the refinancingamendment, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, Station or any member Affiliate thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party Borrower to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors after any Event of Default in connection with the refinancingamendment, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lenderthe Lenders (as a group), independent public accountants and other outside experts retained by the Administrative Agent or any Lenderthe Lenders (as a group), whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender the Lenders (as a group) in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger and Sole Book Manager in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and Lead Arranger and Sole Book Manager and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out- of- pocket expenses and the reasonable fees and out of out- of- pocket expenses of any legal counsel (including reasonably allocated costs of in- house legal counsel employed by the Administrative Agent Agent, the Lead Arranger and Sole Book Manager or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Lead Arranger and Sole Book Manager or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Lead Arranger and Sole Book Manager or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent and Lead Arranger and Sole Book Manager reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Bank, the Administrative Agent, and each Eligible Assignee, and any Affiliate or LIBOR Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) imposed on its by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " (unless it would not be doing business in such jurisdiction (or political subdivision thereof) absent the transactions contemplated hereby), (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any governmental authority) or (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.19, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder here- under or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Lead Arranger and Sole Book Manager and the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent Agent, the Lead Arranger and Sole Book Manager or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day tenth day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of Borrowers or 115 any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2114.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 14.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 14.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection con- nection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation deliv- ery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any Governmental Agency) or (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents Documents, and the reasonable costs and expenses of the Administrative Agent in connection with any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Creditors and the Lenders Arranger in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower and the Co-Borrowers shall ------------------------- pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrower and during the continuation of an Event of Default, Borrower Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a --------- bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out- of-pocket expenses of any legal counsel (including reasonably allocated costs of --------- legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co- Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole --------- or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five ten (510) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupCredit Party. Borrower Borrowers shall pay any and all documentary and other taxes (such taxes, other than those described in the following clauses (i) and (ii), collectively “Taxes”), excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Representative with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such taxTax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 12.3 shall bear interest from the fifth tenth Banking Day following the date of demand for payment at the Default Rate. If any Borrower determines in good faith that a reasonable basis exists for contesting any Taxes payable by any Borrower pursuant to this Section 12.3, the relevant Lender or the Administrative Agent shall, to the extent reasonably practical, cooperate with such Borrower (but shall have no obligation to disclose any confidential information, unless arrangements satisfactory to the relevant Lender have been made to preserve the confidential nature of such information) in challenging such Tax at Borrowers’ sole expense if requested by such Borrower (it being understood and agreed that none of the Administrative Agent nor any Lender shall have any obligation to contest, or any responsibility for contesting, any Tax). If a Lender shall become aware that it is entitled to receive a refund (whether by way of a direct payment or by offset) in respect of a Tax paid by a Borrower, it shall promptly notify Borrower Representative of the availability of such refund (unless it was made aware of such refund by a Borrower) and shall, within 30 days after the receipt of a request from Borrower Representative, apply for such refund at Borrowers’ sole expense. If any Lender, or the Administrative Agent, as applicable, receives a refund (whether by way of a direct payment or by offset) of any Tax for which payment has been made by a Borrower pursuant to this Section 12.3 which, in the reasonable good faith judgment of such Lender or the Administrative Agent, as the case may be, is allocable to such payment made under this Section 12.3, the amount of such refund (together with any interest received thereon) shall be promptly paid to such Borrower to the extent payment has been made in full.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including including, without duplication, reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower, any other Obligor or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party Obligor (or any Subsidiary thereof) to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower and the Co-Borrowers shall ------------------------- pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrower and during the continuation of an Event of Default, Borrower Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a --------- bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out- of-pocket expenses of any legal counsel (including reasonably allocated costs of --------- legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co- Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole --------- or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate." or

Costs, Expenses and Taxes. Borrower shall pay within ------------------------- five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy --------- reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of- pocket expenses of any legal counsel (including reasonably allocated --------- costs of legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed --------- on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by ----- applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors ----- from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any LenderBank’s overall net income imposed on such Lender Bank (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender Bank is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender Bank is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender Bank has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent and the Issuing Bank reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of its net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant pur- suant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.. 11.4

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Glimcher Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.2118.20, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 18.10 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 18.2 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofDocuments. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Collateral Agent, and the Lenders in connection with each amendment of or waiver relating to the Loan Documents and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Collateral Agent, or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Collateral Agent, or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Collateral Agent, or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (Aa) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (Bb) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Collateral Agent, and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower or any Party Subsidiary Guarantor to perform any of its Obligations. Any amount payable to the Administrative Agent Agent, the Collateral Agent, or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate. This Section 11.3 shall survive termination of this Agreement.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days promptly after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses (including without limitation, the allocated fees and expenses of an in-house counsel), of the Administrative Agent in connection with the negotiation, preparation, syndication, executionadministration, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofDocuments. Following and during the continuation of an Event of Default, Borrower shall also pay on promptly after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment to the Loan Documents or any waiver of the terms thereof, and the reasonable costs and expenses of the Administrative Agent and, after a Default, the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include the actual environmental review fees, filing fees, recording fees, title insurance premiums and fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderAgent), independent public accountants and other outside experts retained by the Administrative Agent or any LenderAgent, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member Obligor. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary documentary, recording, stamp and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of formal written demand for payment after delinquency at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after upon demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably INCLUDING allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Restricted Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent and the Issuing Lender reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING, in the case of each Creditor and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of its net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower The Borrowers shall pay within five (5) Banking two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofthereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following and during the continuation of an any Event of Default, each Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the Lenders other Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall its net income or capital and franchise taxes imposed on such Lender (including taxes on gross income imposed in lieu of net incomeit, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Closing Date in any law, rule or regulation or any change following the Closing Date in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower the Parent with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under –67– this Section 11.3 12.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofof the Issuing Lender in connection with the issuance of Letters of Credit. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and the Lenders in connection with each amendment of or waiver relating to the Loan Documents and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (Aa) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (Bb) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower or any Party Subsidiary Guarantor to perform any of its Obligations. Any amount payable to the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate. This Section 11.3 shall survive termination of this Agreement.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel coun sel (including reasonably allocated costs of in-house legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAgent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Bank, the Agent, and each Eligible Assignee, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) imposed on its by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " (unless it would not be doing business in such jurisdiction (or political subdivision thereof) absent the transactions contemplated hereby), (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by any governmental authority) or (iiiii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.19, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder here under or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day tenth day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days 15 days after demand, accompanied by an invoice therefor, demand the reasonable actual out-of-pocket costs and expenses of the Managing Agents and the Administrative Agent in connection with (a) the negotiation, preparation, syndication, execution, delivery, administration arrangement, syndication and interpretation closing of the Loan Documents Documents, provided that such costs and expenses do not exceed the amounts referred to in a letter agreement between Borrower and the Managing Agents, (b) administration of the Loan Documents, provided that such costs and expenses do not exceed the amounts set forth in a letter agreement between Borrower and the Administrative Agent and (c) any amendment thereto amendment, waiver or waiver thereofmodification of the Loan Documents. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, within 15 days after demand the reasonable out-of-pocket costs and expenses of the Administrative Agent and each of the Lenders Banks in connection with the enforcement of any Loan Documents, including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement , if such payment is approved by the bankruptcy court or attempted enforcement of the Loan Documents, and any matter related theretosimilar proceeding). The foregoing costs and expenses referred to in the first sentence above (in the case of the Managing Agents and Administrative Agent only) and the second sentence above (in the case of the Administrative Agent and the Banks) shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed retained by the Managing Agents and Administrative Agent or any Lenderof the Banks (including the allocated costs of in-house counsel), as the case may be, or independent public accountants and other outside experts retained by the Managing Agents and Administrative Agent (provided that Borrower shall not be liable under this Section 11.3 for fees and expenses of more than one firm of independent public accountants, or more than one expert with respect to a specific subject matter, at any Lender, whether or not such one time). Nothing herein shall obligate Borrower to pay any costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with an assignment of or during the course of any bankruptcy or insolvency proceedings of any member participation in a Bank's Pro-Rata Share of the Consolidated GroupCommitment. Borrower shall pay any and all documentary and other transfer taxes, excluding (i) taxes imposed on assessments or measured in whole or in part charges made by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, Governmental Agency and all costs, expenses, fees fees, and charges payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement, any other Loan Document Document, or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless harmless, and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders each Bank from and against any and all loss, liability liability, or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee fee, or charge or that any of them may suffer or incur by reason of the failure of any Party Borrower to perform - 104 - 110 any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day following the date of receipt of demand for payment at the Default Raterate then in effect for Alternate Base Rate Loans.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.or

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower Borrowers shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.by

Costs, Expenses and Taxes. Borrower The Parent and Company shall pay the reasonable costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, execution, enforcement, and delivery of the Loan Documents, including without limitation, the allocated fees and expenses of in-house counsel, regardless of whether this Agreement ever becomes effective. The Borrowers shall pay within five (5) Banking two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Joint Lead Arrangers in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofthereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following and during the continuation of an any Event of Default, each Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the Lenders other Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any member Restricted Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall its net income or capital and franchise taxes imposed on such Lender (including taxes on gross income imposed in lieu of net incomeit, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Effective Date in any law, rule or regulation or any change following the Effective Date in the interpretation or administration of any law, rule or regulation by the United States of America any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower the Parent with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred by the Administrative Agent since August 8, 2000, the date of the last invoice in the amount of (***) issued to the Administrative Agent by its counsel, in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents (provided that in no event shall Borrower be required to pay more than (***) of the costs and any amendment thereto or waiver thereofexpenses incurred by the Administrative Agent since August 8, 2000). Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with each amendment of or waiver relating to the Loan Documents after the anticipated first amendment to this Agreement, the costs and expenses of which first amendment shall borne, and split evenly, by the Lenders, and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Lender in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Lender in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall may include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or its subsidiaries. Borrower shall pay any and all documentary and other taxes, taxes (excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption”), and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this AgreementNote, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 herein the Administrative Agent and the Lenders Lender from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rateobligations hereunder.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower Borrowers shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2114.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 14.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 14.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower, any other Obligor or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption”, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party Obligor (or any Subsidiary thereof) to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, on ------------------------- demand the reasonable costs and reasonable expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement delivery of the Loan Documents, and or any matter related thereto. The foregoing costs and expenses shall include filing feesamendment or waiver thereto requested by the Borrower, recording fees, title insurance fees, appraisal fees, search feesincluding reasonable travel expenses, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably without limitation, the reasonable allocated costs fees and expenses of legal Agent's in- house counsel employed by the Administrative Agent or any Lenderand staff), independent public accountants accountants, and other outside experts retained by the Administrative Agent Agent, and the reasonable costs, expenses or any Lender, whether or not such costs and expenses are fees incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, or any member Subsidiary of Borrower. After the occurrence and during the continuation of a Default or an Event of Default, Borrower shall pay on demand the reasonable costs and expenses of the Consolidated GroupAgent and each of the Lenders in connection with the amendment, waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents and any matter related thereto, including reasonable travel expenses and other out of pocket expenses and the reasonable fees and other out of pocket expenses of any legal counsel retained by or employed by any of the Lenders, including any reasonable costs, expenses or fees incurred or suffered by any of the Lenders in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, or any Subsidiary of Borrower. Borrower shall pay any and all documentary and other taxes, excluding taxes (iother than income or gross receipts taxes generally applicable to such type of lender) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders each Lender from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Loan Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 11.03 shall be due and payable and bear interest from the fifth Banking Day following date which is 10 days after the date of receipt of demand for payment at the Default Base Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofDocuments. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Collateral Agent, and the Lenders in connection with each amendment of or waiver relating to the Loan Documents and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Collateral Agent, or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Collateral Agent, or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Collateral Agent, or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Collateral Agent, and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent Agent, the Collateral Agent, or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Sublessee shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Sublessor and the Lenders Lessor in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Operative Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent Sublessor or any LenderLessor), independent public accountants and other outside experts retained by the Administrative Agent Sublessor or any LenderHolder, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Sublessor or any Lender Lessor in connection with or during the course of any bankruptcy or insolvency proceedings of Sublessee or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Operative Document requested by Sublessee, the Consolidated Groupadministrative costs of Sublessor reasonably attributable thereto. Borrower Sublessee shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording arising out of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, Sublease and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and reimburse Sublessor for all loss, liability or legal or other expense with respect such taxes which Sublessor pays to or resulting from any delay in paying or failure Lessor pursuant to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason ARTICLE 8 of the failure of any Party to perform any of its ObligationsParticipation Agreement. Any amount payable to the Administrative Agent or any Lender Sublessee under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) ------------------------- Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Managing Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Managing Agent and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or --------- attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Managing --------- Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Managing Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Managing Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupManaging Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or --------- measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2112.21, to the ----- extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Managing Agent and ----- the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Managing Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofDocuments. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Collateral Agent, and the Lenders in connection with each amendment of or waiver relating to the Loan Documents and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Collateral Agent, or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Collateral Agent, or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Collateral Agent, or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Collateral Agent, and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower or any Party Subsidiary Guarantor to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.its

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s Bank's overall net income imposed on such Lender Bank (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender Bank is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender Bank is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender Bank has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers, jointly and severally, shall pay within five ten (510) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following Borrowers, jointly and during the continuation of an Event of Defaultseverally, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganizationreorganization of any Borrower or any of their respective Subsidiaries, and including the restructuring reflected in this Loan Agreement and the Loan Documents) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include any applicable filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of any in-house legal counsel employed by of the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower Borrowers, jointly and severally, shall pay any and all documentary and other taxes, excluding (ia) taxes imposed on or measured in whole or in part by any a Lender’s 's overall net income or net worth imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (Ai) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Lending Office or (Bii) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (iib) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower Borrowers with the appropriate form or forms required by Section 11.2112.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Banks in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderBank), independent public accountants and other outside experts retained by the Administrative Agent or any LenderBank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Bank in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrowers or any Subsidiary thereof. Borrower Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s Bank's overall net income imposed on such Lender Bank (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender Bank is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender Bank is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender Bank has failed, for any reason, to provide Borrower Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Banks from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Bank under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower The Borrowers shall pay pay, within five (5) Banking Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, executionadministration, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower The Borrowers shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors after any Event of Default in connection with the refinancingamendment, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Lead Arranger or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Lead Arranger or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Lead Arranger or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of the Domestic Borrower, the German Borrowers, or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Borrower The Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum gross income or gross receipts and franchise taxes or branch profits taxes) imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurocurrency Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” or ", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide the Domestic Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Managing Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Managing Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Managing Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Managing Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Managing Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupManaging Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s its overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.by

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Consolidated GroupAdministrative Agent and the Issuing Bank reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding excluding, in the case of each Creditor and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of its net income, minimum gross income or gross receipts or capital and franchise taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or imposed on it, (ii) any withholding taxes or other taxes based on gross income imposed (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on gross income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.2111.22, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth second Banking Day following the date of demand for payment at the Default Rate.. 11.4

Costs, Expenses and Taxes. Each Borrower shall pay within five (5) Banking two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofthereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following and during the continuation of an any Event of Default, each Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the Lenders other Creditors in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably INCLUDING allocated costs of legal counsel employed by the Administrative Agent or any LenderCreditor), independent public accountants and other outside experts retained by any of the Administrative Agent or any LenderCreditors, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any member Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Consolidated GroupAdministrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by any Lender’s overall its net income or capital and franchise taxes imposed on such Lender (including taxes on gross income imposed in lieu of net incomeit, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross net income imposed (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Closing Date in any law, rule or regulation or any change following the Closing Date in the interpretation or administration of any law, rule or regulation by the United States of America any governmental authority) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower the Parent with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or -62- incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender Creditors under this Section 11.3 shall bear interest from the fifth Banking second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Lender in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable reason able costs and expenses of the Administrative Agent and the Lenders Lender in connection with the refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated GroupBorrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding EXCLUDING (i) taxes imposed on or measured in whole or in part by any Lender’s 's overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (A) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender it is “"doing business” " or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders Lender from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation delivery of the Loan Documents and any amendment thereto or waiver thereofof the Issuing Lender in connection with the issuance of Letters of Credit. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and the Lenders in connection with each amendment of or waiver relating to the Loan Documents and in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of out-of-pocket expenses expenses, and the reasonable fees and out of out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender), independent public accountants and other outside experts retained by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any member of the Consolidated Groupits Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any a Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) it by (Aa) any jurisdiction (or political subdivision thereof) in which such Lender it is organized or maintains its principal office or LIBOR Eurodollar Lending Office or (Bb) any jurisdiction (or political subdivision thereof) in which such Lender it is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender it has failed, for any reason, failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemptionLaws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent Agent, the Collateral Agent, the Issuing Lender and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower or any Party Subsidiary Guarantor to perform any of its Obligations. Any amount payable to the Administrative Agent Agent, the Collateral Agent, the Issuing Lender or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Default Rate. This Section 11.3 shall survive termination of this Agreement.

Costs, Expenses and Taxes. Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, on demand the reasonable costs and reasonable expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration execution and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement delivery of the Loan Documents, and or any matter related thereto. The foregoing costs and expenses shall include filing feesamendment or waiver thereto requested by the Borrower, recording fees, title insurance fees, appraisal fees, search feesincluding reasonable travel expenses, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably without limitation, the reasonable allocated costs fees and expenses of legal Agent's in-house counsel employed by the Administrative Agent or any Lenderand staff), independent public accountants accountants, and other outside experts retained by the Administrative Agent Agent, and the reasonable costs, expenses or any Lender, whether or not such costs and expenses are fees incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, or any member Subsidiary of Borrower. After the occurrence and during the continuation of a Default or an Event of Default, Borrower shall pay on demand the reasonable costs and expenses of the Consolidated GroupAgent and each of the Lenders in connection with the amendment, waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents and any matter related thereto, including reasonable travel expenses and other out of pocket expenses and the reasonable fees and other out of pocket expenses of any legal counsel retained by or employed by any of the Lenders, including any reasonable costs, expenses or fees incurred or suffered by any of the Lenders in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, or any Subsidiary of Borrower. Borrower shall pay any and all documentary and other taxes, excluding taxes (iother than income or gross receipts taxes generally applicable to such type of lender) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders each Lender from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Loan Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 11.03 shall be due and payable and bear interest from the fifth Banking Day following date which is 10 days after the date of receipt of demand for payment at the Default Base Rate.