Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. The Company shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP and Xxxxx Xxxxx & Xxxxxx LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing BankAgent), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Agent and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company Borrower shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank Agent or any Bank) to perform any of its Obligations. This Section 11.3 shall not apply to the extent that any loss, liability or expense relates to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Borrower pursuant to any other provision of this Agreement (including, without limitation, Section 3.10).

Costs, Expenses and Taxes. The Company By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrative Agent, for its own account and for the account of each Purchaser, on demand all costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents and other documents to be delivered hereunder or thereunder, (ii) the perfection (and continuation) of the Administrative Agent’s rights in the Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrative Agent or the Purchasers of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable, and (iv) the maintenance by the Administrative Agent of the Lock-Box Accounts (and any related lock-box or post office box) and the Collection Accounts, including reasonable fees, costs and expenses of legal counsel for the Administrative Agent relating to any of the foregoing or to advising the Administrative Agent, any Purchaser any Liquidity Provider or any other Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Document and all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the including reasonable legal counsel fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (bexpenses) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Purchaser in connection with the enforcement of the Transaction Documents or any Funding Document and in connection with the administration of the Transaction Documents. The Seller shall reimburse the Administrative Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person and/or auditors of the Seller) auditing the books, records and procedures of the Seller or the Servicer to the extent set forth in clause 1(e) of Exhibit IV. The Seller shall reimburse the Conduit Purchaser for any amounts the Conduit Purchaser must pay to any Liquidity Provider or other Program Support Provider pursuant to any Funding Document on account of any tax; excluding, however, any net income taxes or franchise taxes based upon net income imposed on any such amendmentPerson as a result of a present or former connection between such Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Person having executed, waiverdelivered or performed its obligations or received a payment under, supplement or modification (includingenforced, without limitationthis Agreement, the other Transaction Documents or any Liquidity Agreement or Program Support Agreement executed in connection herewith or therewith, or from the interest conveyed hereunder or thereunder in the Receivables and other Pool Assets or in respect of any Contract). The Seller shall reimburse the Conduit Purchaser on demand for all costs and expenses incurred by the Conduit Purchaser or any shareholder of the Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including the costs of the Rating Agencies and reasonable legal fees and out-of-pocket expenses of counsel to of the Administrative Agent and such Issuing Bank)or the Conduit Purchaser, and (c) if or any Event of Default has occurred and is continuingshareholder, or administrator, of the Administrative AgentConduit Purchaser for advice relating to the Conduit Purchaser’s operation. For the avoidance of doubt, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement no Purchaser or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses other Affected Person shall be entitled to indemnification pursuant to this Section 6.4 of any legal counselcost, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal expense or other expense with respect amount for which such Purchaser has been compensated pursuant 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 Sections 1.7, 1.10, 3.1 or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations3.2.

Costs, Expenses and Taxes. The Company shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations. This Section 13.3 shall not apply to the extent that any loss, liability or expense relates to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Company pursuant to any other provision of this Agreement (including, without limitation, Section 3.12).

Costs, Expenses and Taxes. The Company shall agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution issuance, delivery, filing, recording, and delivery administration of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses Letter of Shearman & Sterling LLP)Credit, and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent other Credit Documents and any Issuing Bank other documents which may be delivered in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Credit Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Fronting Bank incurred in connection with the preparation and negotiation of this Agreement, the Letter of Credit, the other Credit Documents and any legal counsel, independent public accountants document delivered in connection therewith and other outside experts retained all costs and expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any Issuing Bank Bank) (including reasonable fees and out-of-pocket expenses of counsel) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Administrative Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by Bank has paid relative to the Administrative Agent’s or such Bank’s curing of any Event of Default resulting from the acts or omissions of any Credit Party under this Agreement, any Issuing Bank other Credit Document or any Bank in connection with Related Document, (iii) the enforcement of, or during the course protection of rights under, this Agreement, any bankruptcy or insolvency proceedings of the Company other Credit Document or any Subsidiary thereofRelated Document (whether through negotiations, legal proceedings or otherwise), (iv) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Fronting Bank from paying any amount under the Letter of Credit or (v) any waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any other Credit Document requested by any Credit Party. The In addition, the Company shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, the Letter of Credit, any other Loan Document Credit Documents or any of such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments (“Other Taxes”), and shall reimburse, hold harmless and indemnify agrees to save the ArrangersFronting Bank, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsOther Taxes.

Costs, Expenses and Taxes. The Company shall pay on demand the (i) all reasonable out of pocket fees, costs and expenses (a) of each Arranger, incurred by the Administrative Agent and the Syndication Agent its Affiliates (including all Attorney Costs), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, preparationexecution, execution delivery and delivery administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the Loan Documents provisions hereof or thereof (including, without limitation, whether or not the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPtransactions contemplated hereby or thereby shall be consummated), and(ii) all reasonable out of pocket fees, (b) if a Borrower requests costs and expenses incurred by the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Lender in connection with any such the issuance, amendment, waiver, supplement renewal or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses extension of counsel to the Administrative Agent and such Issuing Bank), any Letter of Credit or any demand for payment thereunder and (ciii) if any Event all out of Default has occurred pocket fees, costs and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained incurred by the Administrative Agent, any Lender or the Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by Lender (including all Attorney Costs for the Administrative Agent, any Lender or the Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costsLender), expenses, fees and charges payable or determined to be payable in connection with the filing enforcement or recording protection of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or its rights (a) in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks this Agreement and the Banks from other Loan Documents, including its rights under this Section, or (b) in connection with the Loans made, or Letters of Credit issued hereunder, including all such out of pocket fees, costs and against expenses incurred during any and all lossworkout, liability restructuring or legal negotiations in respect of such Loans 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 Letters of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsCredit.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP and Xxxxx Xxxxx & Xxxxxx LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing BankAgent), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Agent and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company Borrower shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank Agent or any Bank) to perform any of its Obligations.. This Section 11.3 shall not apply to the extent that any loss, liability or expense relates to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Borrower pursuant to any other provision of this Agreement (including, without limitation, Section 3.10).‌

Costs, Expenses and Taxes. The Company shall (a) In addition to the rights of indemnification granted to the Backup Servicer, the Agent, the Lender and its Affiliates under Article VIII hereof, the Borrower agrees to pay on demand the all reasonable costs and expenses (a) of each Arrangerthe Backup Servicer, the Administrative Agent Lender and the Syndication Agent incurred in connection with the negotiation, preparation, execution and execution, delivery of the Loan Documents (includingor administration of, without limitationor any waiver or consent issued or amendment prepared in connection with, this Agreement, the reasonable legal fees other Transaction Documents and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement other documents to be delivered hereunder or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection herewith or therewith or incurred in connection with any such amendment, waiver, supplement waiver or modification (includingof this Agreement, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documentsother Transaction Document, and any matter other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested by any of the Borrower, the Lender or a Rating Agency or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related theretoto an Event of Default, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel for the Backup Servicer, independent public accountants the Agent and the Lender with respect thereto and with respect to advising the Backup Servicer, the Agent and the Lender as to their respective rights and remedies under this Agreement and the other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 documents to be delivered hereunder or thereunderin connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Backup Servicer, the Agent or the Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsherewith.

Costs, Expenses and Taxes. The Company (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator and each member of each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group party to this Agreement of the obligations of the Seller, the Servicer, the Originators or the Sub-Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Collection Accounts (and any related Lock-Box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Agreement or any related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (aincluding reasonable counsel fees and expenses) of the Administrator and each Arranger, the Administrative Agent and the Syndication Purchaser Agent in connection with the negotiation, preparation, execution and delivery enforcement or administration of the Loan Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, reimburse the Administrator and each member of each Purchaser Group for the cost of such Person’s auditors (includingwhich may be employees of such Person) auditing the books, without limitation, the reasonable legal fees records and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, procedures of the Administrative Agent Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any Issuing Bank shareholder of such Conduit Purchaser in connection with any the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such amendmentConduit Purchaser’s books by certified public accountants, waiver, supplement or modification (including, without limitation, and the Rating Agencies and reasonable legal fees and out-of-pocket expenses of counsel of the Administrator and each member of each Purchaser Group, or any shareholder or administrator of such, for advice relating to the Administrative Agent such Conduit Purchaser’s operation. Administrator and such Issuing Bank)each member of each Purchaser Group agree, and (c) if any however, that unless a Termination Event of Default has occurred and is continuing, continuing all of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including such entities will be represented by a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationssingle law firm.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand promptly after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses (a) of each Arrangerincluding without limitation, the allocated fees and expenses of an in-house counsel), of the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, syndication, administration, execution and delivery of the Loan Documents (includingDocuments. Borrower shall pay promptly after demand, without limitationaccompanied by an invoice therefor, the reasonable legal fees and out-of-pocket costs and expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendmentamendment to the Loan Documents or any waiver of the terms thereof, waiver, supplement or modification (including, without limitation, and the reasonable legal fees costs and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank)and, and (c) if any Event of Default has occurred and is continuing, of the Administrative Agentafter a Default, the Issuing Banks and the Banks Lenders in connection with any workoutthe refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and in any event 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, includingfiling fees, without limitationrecording fees, title insurance premiums and fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel (INCLUDING reasonably allocated costs of legal counsel employed by the Administrative Agent), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank whether or any Bank, not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with or during the course of any bankruptcy or insolvency proceedings of any Obligor. Such costs and expenses shall also include, in the Company case of any amendment or waiver of any Subsidiary thereofLoan Document, the administrative costs of the Administrative Agent reasonably attributable thereto. The Company Borrower shall pay any and all documentary, recording, stamp and other taxes, 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 the Arrangers, . Any amount payable to the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank Agent or any Bank) to perform any Lender under this Section 11.3 shall bear interest from the date of its Obligationsformal written demand for payment after delinquency at the Default Rate.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted under Section 3.1, Seller shall pay to the Administrative Agent, each Purchaser, each Purchaser Agent and any Program Support Provider, on demand all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, execution, delivery of this Agreement and the other Transaction Documents. In addition to the rights of indemnification granted under Section 3.1, the Seller shall pay to the Administrative Agent, each Purchaser, each Purchaser Agent and any Program Support Provider, on demand all reasonable and documented out-of-pocket costs and expenses in connection with (i) the administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Receivables Interest (or any portion thereof), by the Seller to the Administrative Agent on behalf of such parties, (iii) the perfection (and continuation) of the Administrative Agent’s rights in the Pool Receivables, Collections and other Pool Assets, and (iv) the enforcement by the Administrative Agent, and each Purchaser Agent on behalf of itself or any member of the Purchaser Group for which such Purchaser Agent acts as the Purchaser Agent, of the obligations of the Seller, the Servicer or the Originator under the Transaction Documents or of any Obligor under a Pool Receivable, including reasonable Attorney Costs for the Administrative Agent, each Purchaser, each Purchaser Agent and any Program Support Provider, relating to any of the foregoing or to advising the Administrative Agent, any Purchaser Agent, any Purchaser and any Program Support Provider about its rights and remedies under any Transaction Document or any related Program Support Agreement and all reasonable costs and expenses (aincluding Attorney Costs) of each Arranger, the Administrative Agent, each Purchaser, each Purchaser Agent and the Syndication Agent any Program Support Provider in connection with the negotiation, preparation, execution and delivery enforcement or administration of the Loan Transaction Documents or any Program Support Agreement. The Seller and Servicer shall, subject to the provisos set forth in Section 1(h) and Section 2(f) of Exhibit IV, reimburse the Administrative Agent, each Purchaser, each Purchaser Agent and any Program Support Provider, for the cost of such Person’s auditors (includingwhich may be employees of such Person) auditing the books, without limitationrecords and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for all reasonable and documented costs and expenses (other than taxes) incurred by such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including costs related to the reasonable legal fees Rating Agencies and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, Attorney Costs of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees each Purchaser Agent on behalf of itself and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, each member of the Purchaser Group for which such Purchaser Agent acts as the Purchaser Agent. The Administrative Agent, each Purchaser Agent, and each Purchaser agree, however, that unless a Termination Event or Unmatured Termination Event exists all of such entities will be represented by a single law firm. Any amounts payable under this Section 6.4 shall be paid by the Issuing Banks Seller to the applicable Person within five (5) Business Days following written demand therefor, setting forth, in reasonable detail, the calculation of such amount and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement basis of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsdemand.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Lead Arranger in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Bank and the Banks in connection with any workoutthe amendment, waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower; provided that (a) Administrative Agent and the Company Banks shall, in connection with any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the Loan Documents shall use their best efforts to avoid duplicative efforts by legal counsel on behalf of Administrative Agent and one or more Banks, and (b) in the event that Borrower is the prevailing party in any Subsidiary thereofproceeding referred to above (other than any proceeding commenced or maintained after any bankruptcy or insolvency proceeding with respect to Borrower), Borrower shall be entitled to reimbursement of its reasonable attorneys fees and costs. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest at the Default Rate from the second Banking Day of a demand for payment.

Costs, Expenses and Taxes. The Company shall Except as otherwise provided in the Fee Letter, the Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Agent-Related Persons in connection with the negotiation, preparation, printing, reproduction, syndication, execution and delivery of the this Agreement, each other Loan Documents Document, any amendments, waivers or modifications of (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (bor supplements to) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished pursuant hereto or thereto or in connection with any such amendmentherewith or therewith, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants attorneys for the Agent-Related Persons relating thereto (as well as the reasonable fees and other outside experts out-of-pocket expenses of attorneys retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with or during the course routine administration of any bankruptcy or insolvency proceedings this Agreement and each other Loan Document), costs and expenses of the Company or any Subsidiary thereofAgent-Related Persons relating to the publishing of announcements and related publicity relating to the transaction contemplated in this Agreement, and all costs and expenses (including attorneys’ fees and expenses), if any, in connection with the enforcement of this Agreement. The Company Borrower additionally agrees to reimburse each Bank for all reasonable charges and disbursements of legal counsel and other expenses of enforcement for such Bank (including the allocated cost of staff counsel) arising in connection with any Event of Default if any Loan, interest thereon, or other amounts due hereunder payable to such Bank has not been paid when due, including the collection or enforcement of the Bank Obligations owing to such Bank. In addition, the Borrower shall pay any and all costsstamp, expenses, fees transfer and charges other Taxes (other than Excluded Taxes) payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, or any other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocument, or in connection with the making of any transaction pursuant hereto or theretoExtension of Credit, and shall reimburse, agrees to save and hold harmless the Agent-Related Persons and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks each Bank from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsTaxes.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the Maturity Date, the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Lender in connection with the negotiation, preparation, execution and delivery execution, delivery, administration (exclusive of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPgeneral overhead expenses), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, waiver and enforcement of the Administrative Agent this Agreement and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the other Loan Documents, Document and any matter related thereto, includingand any litigation or dispute with respect thereto (including any bankruptcy or similar proceedings), including without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained experts. Notwithstanding Borrower's obligation to pay the foregoing costs and expenses on the Maturity Date, such costs and expenses shall accrue interest at the rate set forth in the Note from the date that such costs and expenses were incurred by Lender (and such interest shall also be due and payable on the Administrative Agent, any Issuing Bank or any Bank, Maturity Date). With respect to costs and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Borrower and/or Lender in connection with the negotiation, preparation, execution, delivery and amendment of this Agreement and any other Loan Document and the transactions contemplated thereunder, Borrower may request an Advance to pay such costs and expenses (provided that the other terms and conditions set forth in this Agreement are satisfied). With respect to any litigation, arbitration or during reference between the course parties hereto in connection with any Loan Document, the losing party shall pay to the prevailing party the reasonable fees and out-of-pocket expenses of any bankruptcy or insolvency proceedings of legal counsel to the Company or any Subsidiary thereofprevailing party in connection therewith. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes) and all costs, expenses, 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 or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall (except as provided in Section 8.8) reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Borrower to perform any of its Obligationshis obligations under this Agreement or any other Loan Document. Any amount payable to Lender under this Section 8.4 shall, from the date of demand for payment, and any other amount payable to Lender under the Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate set forth in the Note and be payable on demand.

Costs, Expenses and Taxes. (a) The Company shall Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution issuance, delivery, filing, recording, and delivery administration of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses Letters of Shearman & Sterling LLP)Credit, andthe Loans, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, other Extensions of the Administrative Agent Credit and any Issuing Bank other documents which may be delivered in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related theretothis Agreement, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Letters of Credit, the Loans, the other Extensions of Credit and any legal counsel, independent public accountants document delivered in connection therewith and other outside experts retained all costs and expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any Issuing Bank Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the Letters of Credit, the Loans and the other Extensions of Credit, (ii) any and all amounts which the Administrative Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement, any Issuing Bank other Loan Document or any Bank in connection with Related Document, (iii) the enforcement of, or during the course protection of rights under, this Agreement, any bankruptcy or insolvency proceedings of the Company other Loan Document or any Subsidiary thereofRelated Document (whether through negotiations, legal proceedings or otherwise), (iv) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Lender from paying any amount under the Letters of Credit or (v) any waivers or consents or amendments to or in respect of this Agreement, the Letters of Credit, the Loans or the other Extensions of Credit requested by the Borrower. The Company In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any the Letters of Credit, the Loans, the other Loan Document Extensions of Credit or any of such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, hold harmless and indemnify agree to save the ArrangersIssuing Lender, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationstaxes and fees.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (includingdelivery, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification refinancing and restructuring of, and reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court) affecting, the Loan Documents, Documents and the reasonable expenses of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted the enforcement of the Loan Documents, and any matter related thereto, includingincluding without limitation filing fees, without limitationrecording 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 the allocated cost of in-house counsel), independent public accountants accountants, and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBanks. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) and all costs, expenses, fees fees, and charges payable or determined to be payable in connection with the 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Borrower to perform any of its the Obligations. Any amount payable to the Administrative Agent or the Banks under this Section 10.03 shall bear interest from the date of demand for payment at the rate then in effect for Base Rate Loans.

Costs, Expenses and Taxes. The Company Borrower agrees, subject to the Fee Letter to the extent applicable, to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall pay on demand the make demand, all reasonable out-of-pocket costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (boutside counsel for the Liquidity Provider) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees other Operative Agreement and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks other documents which may be delivered in connection with any workoutthis Agreement and (B) on demand, restructuring, reorganization all reasonable costs and expenses (including a bankruptcy reorganizationreasonable counsel fees and expenses) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Liquidity Provider in connection with (i) the enforcement of this Agreement or during any other Operative Agreement, (ii) the course modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), (iii) the replacement of any bankruptcy or insolvency proceedings this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i) of the Company Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any Subsidiary thereofother Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Account relating to this Liquidity Facility. The Company In addition, the Borrower shall pay any and all costsrecording, expenses, stamp and other similar taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document or any Operative Agreement and such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, agrees to hold the Liquidity Provider harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such taxes or fees. Notwithstanding the foregoing, any obligation of the Borrower (or United) to reimburse or pay fees of counsel for the Liquidity Provider (pursuant to this Section 7.07 or any other applicable provision of the Operative Agreements) shall be based on (and limited to) one counsel for all “Liquidity Providers” for the Class A Certificates (and, (i) in the case of any conflict of interest (excluding for avoidance of doubt any conflicts, and any reimbursement for legal fees, attributable to transfers between, or separate agreements or claims between or among, any such tax“Liquidity Providers”), costup to one additional counsel for all [Revolving Credit Agreement (2020-1A)] affected “Liquidity Providers”, expenseand (ii) one Federal Aviation Administration counsel and/or local counsel in any relevant jurisdiction), fee as selected by the applicable such “Liquidity Provider” (as among the relevant such “Liquidity Providers” so having the right to select such counsel) having the highest outstanding aggregate amount of Liquidity Obligations (taking into account all Liquidity Facilities for Class A Certificates) or charge or that any as may otherwise be agreed as among such “Liquidity Providers” in respect of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationssuch selection.

Costs, Expenses and Taxes. The Company shall (a) In addition to the rights of indemnification granted under Section 3.1 hereof, the Seller agrees to pay on demand the all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery and delivery administration (including periodic auditing of Pool Receivables) of this Agreement, the Loan Documents (includingLiquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, Attorney Costs for the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP)Agent, andeach Purchaser, (b) if a Borrower requests the amendmenteach Program Support Provider, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative each Purchaser Agent, the Issuing Banks Insurer, the Backup Servicer, any successor Servicer and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the Banks in connection with any workoutother Transaction Documents (provided that unless a Termination Event, restructuringADESA Financial Covenant Event or Unmatured Termination Event shall have occurred, reorganization (including a bankruptcy reorganization) the costs and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording administration of this Agreement, the Transaction Documents (excluding any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or costs and expenses in connection with any transaction pursuant hereto amendment, amendment and restatement, modification, supplement or theretowaiver and any costs and expenses in connection with enforcement) in any year shall not exceed $50,000), and shall reimburseall reasonable costs and expenses, hold harmless and indemnify the Arrangersif any (including Attorney Costs), of each Purchaser Agent, each Purchaser, each Program Support Provider, the Administrative Insurer, the Agent, the Syndication AgentBackup Servicer, any successor Servicer and their respective Affiliates and agents, in connection with the Issuing Banks enforcement of this Agreement and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsTransaction Documents.

Costs, Expenses and Taxes. The Company (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the Administrator, each Group Agent and each Lender on demand the all reasonable costs and out-of-pocket expenses (aexcluding Taxes other than Other Taxes) of each Arranger, the Administrative Agent and the Syndication Agent in connection with (i) the negotiation, preparation, execution execution, delivery and delivery administration (including 50 amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Loan Documents Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (includingiii) the enforcement by the Administrator, without limitationany Group Agent or any member of any Group of the obligations of each Borrower, the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable legal fees fees, costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests external legal counsel for the amendment, waiver, supplement or modification the Loan Documents, Administrator and any member of any Group relating to any of the Administrative Agent foregoing or to advising the Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Issuing Bank in connection with Transaction Document or any such amendmentother document, waiver, supplement agreement or modification (including, without limitation, the instrument related thereto and all reasonable legal fees costs and out-of-pocket expenses (including reasonable external counsel fees and expenses) of counsel to the Administrative Administrator, each Group Agent and such Issuing Bank)each Lender in connection with the enforcement or administration of the Transaction Documents or any other document, agreement or instrument related thereto. Administrator and (c) if any each member of each Group agree, however, that unless an Event of Default has occurred and is continuingcontinuing all of such entities will be represented by a single law firm. Each Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of such Borrower or the Administrative Agent, the Issuing Banks applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement out of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained incurred by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable such Conduit Lender in connection with the filing Transaction Documents or recording the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of this Agreement, pocket expenses of external counsel of the Administrator and each member of any other Loan Document or any other instrument or writing Group for advice relating to be delivered hereunder or thereunder, or such Conduit Lender’s operation in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, transactions contemplated by the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsTransaction Documents.

Costs, Expenses and Taxes. The Company shall Each Borrower, jointly and severally, agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by Bank: (i) all reasonable costs and expenses (a) in connection with the negotiation, preparation, reproduction, execution and delivery of each Arrangerthe Loan Documents and any and all other documents furnished pursuant hereto or in connection herewith, including without limitation the Administrative Agent reasonable and documented fees and out of pocket expenses of outside counsel to Bank, as well as the reasonable and documented fees and out of pocket expenses of such counsel in connection with the foregoing and the Syndication Agent administration of this Agreement, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, execution and delivery of any amendments or modifications of (or supplements to) any of the Loan Documents (includingforegoing and any and all other documents furnished pursuant thereto or in connection therewith, including without limitation, limitation the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal documented fees and out-of-pocket expenses of counsel retained by Bank relative thereto , (iii) all UCC, PPSA and Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses, and costs and all fees and taxes payable in connection with the filing, recording, or administering of any Loan Documents, financing statements, and Liens with respect to the Administrative Agent Borrowers’ titled equipment; (iv) all costs and such Issuing expenses (including, without limitation, reasonable and documented attorneys’ fees and expenses of Bank), and (c) if any Event of Default has occurred and is continuingany, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted the enforcement of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all costs and expenses incurred by Bank in conducting an independent exam, audit or review by Bank’s internal staff of the books and records of any Loan Party and the collateral provided under the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses the costs and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings annual field exams of the Company or any Subsidiary thereofCollateral. The Company shall In addition, each Borrower shall, jointly and severally, pay any and all costsstamp, expenses, fees transfer and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, or any of the other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocuments, or in connection with the issuance of the Notes, or the making of the Loans, the issuance of any transaction pursuant hereto or theretoLetters of Credit, and shall reimburse, agrees to save and hold Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay any pay, such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason taxes. Any portion of the failure foregoing fees, costs and expenses which remains unpaid following Bank’s statement and request for payment thereof shall bear interest from the date of any party (other than any Arranger, such statement and request to the Administrative Agent, date of payment at the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsDefault Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees (a) to pay or ------------------------- reimburse the Agent on demand the reasonable for all its costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiation, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement, the Notes and any other documents prepared in connection herewith or therewith, and the consummation of the Loan Documents (transactions contemplated hereby and thereby, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of counsel to the Administrative Agent; (b) to pay or reimburse the Agent and such Issuing Bank), each Bank for all of their respective costs and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks expenses incurred in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event the enforcement or attempted enforcement preservation of any rights under this Agreement, the Loan Documents, Notes and any matter related theretosuch other documents, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket disbursements of counsel to the Agent and each Bank, except that the Borrower shall not be responsible for any costs or expenses of any legal counsel, independent public accountants attributable to disputes among the Banks or among the Agent and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank; (c) to pay, indemnify and including, without limitation, any costs, expenses or fees incurred or suffered by hold each Bank and the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay Agent harmless from any and all costs, expenses, recording and filing fees and charges any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the filing execution and delivery or recording consummation of any of the transactions contemplated by, or any amendment, supplement or modification to, or any waiver or consent under or in respect of, this Agreement, the Notes and any such other Loan Document or any other instrument or writing documents; and (d) to be delivered hereunder or thereunderpay, or in connection with any transaction pursuant hereto or thereto, indemnify and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks each Bank and the Banks Agent harmless from and against any and all lossother liabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or legal disbursements of any kind or nature whatsoever arising out of or relating to the making or maintaining of the Loans, or the enforcement, performance and administration of this Agreement, the Notes and any such other documents, or expenses or other expense liabilities arising out of any bankruptcy or insolvency proceeding of the Borrower (all of the foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower shall ----------------------- not have any obligations hereunder to the Agent or any Bank with respect to indemnified liabilities arising from the gross negligence or resulting from any delay in paying willful misconduct of the Agent or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason Bank. The agreements in this Section 8.5 shall survive repayment of the failure Notes. The Borrower shall not be responsible for the fees and expenses incurred by any Participant, any Transferee Bank (as such terms are defined below), the Agent or any Bank in connection with any acquisition of any party (interest in the Loans, other than any Arranger, the Administrative Agent, fees and expenses of counsel to the Syndication Agent, any Issuing Bank or any Bank) to perform any Agent in connection with the execution and delivery of its Obligationsthis Agreement.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay to the Secured Parties on demand all reasonable and reasonably-documented costs, expenses and Reimbursable Taxes incurred or arising in connection with the reasonable costs and expenses preparation, documentation, negotiation, execution, delivery, funding, syndication (in accordance with clause (a) of each Arrangerthe next sentence), administration or enforcement of the Administrative Agent Financing Documents or the transactions contemplated thereby or effected pursuant thereto. Such costs, expenses and the Syndication Agent Reimbursable Taxes will include (a) all reasonable and reasonably-documented fees, costs and expenses arising or incurred in connection with the negotiation, preparation, execution and delivery syndication of the Loan Documents (includingLoans, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPincluding pursuant to Section 8.7(d), and, (b) if a Borrower requests all reasonable and reasonably-documented expenses which the amendment, waiver, supplement LC Fronting Bank may pay or modification the Loan Documents, of the Administrative Agent and any Issuing Bank incur in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses Letters of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related theretoCredit, including, without limitation, outcorrespondent’s charges and all charges for legal costs and services, (c) all reasonable and reasonably-documented fees of-pocket , and expenses incurred by, the Engineer, Lenders’ Counsel, the Secured Parties, the Title Insurer, the Insurance Consultant, the Environmental Consultant and all other advisers and consultants engaged by any Agent pursuant to the Financing Documents, (d) all Taxes and all filing and recordation fees and expenses payable in order to create, attach, perfect, continue and enforce the Liens of the Security Documents, and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings cost of the Company or any Subsidiary thereof. The Company shall pay any Title Policies and all endorsements thereto, (e) all fees, costs, expenses, Taxes and insurance premiums incurred in connection the protection, maintenance, preservation, collection, liquidation or sale of, or foreclosure or realization upon, any Collateral, and (f) all reasonable and reasonably-documented attorneys’ fees and charges payable or determined to be payable expenses and other costs incurred in connection with (i) complying with any subpoena or similar legal process relating in any way to the filing or recording of this AgreementProject, any other Loan Document Document, any Imperium Party or any Project Party, (ii) determining the rights and responsibilities of the any Agent or the other instrument Secured Parties under the Financing Documents when questioned or writing to be delivered hereunder otherwise requiring clarification as a result of any action or thereunderinaction by any Imperium Party or any Project Party, (iii) any enforcement, amendment or restructuring of, or waiver or consent requested by any Imperium Party or any Project Party under, any Financing Document, (iv) foreclosure or realization upon any Collateral upon or following an Event of Default or (v) any bankruptcy, insolvency, receivership, reorganization, liquidation or similar proceeding or any appellate proceeding involving the Project, any Imperium Party or any Project Party; provided, that the Borrower will not have any obligation to reimburse costs and expenses that are found in connection with a final judgment by a court of competent jurisdiction to have been incurred in an attempt to enforce such rights and remedies that were pursued by such Secured Party in bad faith or without any transaction pursuant hereto reasonable basis in fact or thereto, Law. The Borrower agrees to make the payments required under this Section 8.11 regardless of whether a Funding Date occurs and shall reimburse, hold hereby indemnifies and holds harmless and indemnify the ArrangersAgents, the Administrative AgentLenders and their respective officers, the Syndication Agentdirectors, the Issuing Banks employees, agents and the Banks from and against any and advisors for all loss, liability or legal or other expense with respect to or liabilities resulting from any failure or delay in paying or failure making any payment required under this Section 8.11. The Borrower’s obligations under this Section 8.11 constitute Obligations secured by the Security Document Liens. The Agents will provide to pay the Borrower copies of all invoices, receipts and other documentation relating to any such tax, cost, expense, fee or charge or that any of them may suffer or incur amount payable pursuant to this Section 8.11 reasonably requested by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsBorrower.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on immediately following demand the therefor all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery, filing, and delivery recording of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related theretoother documents which may be delivered in connection with this Agreement, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel for the Bank with respect thereto and with respect to advising the Bank as to its rights and responsibilities under this Agreement and the Related Documents, independent public accountants and the costs of substituting a letter of credit or other outside experts retained by the Administrative Agent, any Issuing Bank or any Bankcredit enhancement, and including, without limitation, any and all other costs, expenses expenses, fees, liabilities, and claims of any nature whatsoever (including reasonable counsel fees and expenses) arising out of or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with (i) the enforcement of this Agreement, the Related Documents and such other documents as may be delivered in connection therewith, (ii) any action or during proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the course Bank from paying any amount under the Letter of Credit and (iii) amending or supplementing this Agreement or the Related Documents for any bankruptcy or insolvency proceedings of purpose. In addition, the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the filing or execution, delivery, filing, and recording of this Agreement, any other Loan Document or any other instrument or writing all instruments required by the Bank to be delivered hereunder or thereunder, or filed in connection with any transaction pursuant hereto or theretothe transactions contemplated hereby, and shall reimburseand, to the extent permitted by law, agrees to hold the Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay any such tax, cost, expense, fee or charge or that any taxes and fees. The Borrower shall be furnished with copies of them may suffer or incur by reason of bills relating to the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsforegoing upon request.

Costs, Expenses and Taxes. (a) The Company shall Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery, filing, recording and delivery administration of the Loan Documents (including, without limitation, and the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification other documents to be delivered under the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel for the Bank (who may be in-house counsel for the Bank), and local counsel who may be retained by said counsel, independent public accountants with respect thereto and other outside experts retained by with respect to advising the Administrative Agent, any Issuing Bank or any Bankas to its rights and responsibilities under the Loan Documents, and including, without limitation, any costs, all costs and expenses or (including reasonable counsel fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank and expenses) in connection with or during the course of any bankruptcy or insolvency proceedings enforcement of the Company or any Subsidiary thereofLoan Documents and the other documents to be delivered under the Loan Documents. The Company In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any the Loan Documents and the other Loan Document or any other instrument or writing documents to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretounder the Loan Documents, and shall reimburse, hold agrees to save the Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such taxes and fees. The Borrower shall indemnify the Bank, its officers, directors, employees, representatives and agents from and hold each of them harmless against any such taxand all losses, costliabilities, expenseclaims, fee damages or charge or that expenses incurred by any of them may suffer arising out of or incur by reason of any investigation, litigation or other proceeding related to the failure Borrowees entering into and performance of any party (other than any Arrangerthis Agreement, the Administrative AgentNote or any other Loan Document, or otherwise arising under or in connection with this Agreement, the Syndication Agent, any Issuing Bank Note or any other Loan Document and the transactions contemplated hereby or thereby, including without limitation, the reasonable fees and out of pocket expenses of counsel (who may be in-house counsel for the Bank) to perform incurred in connection with any such investigation, litigation or other proceeding. All obligations of its Obligationsthe Borrower under this Section 6.05(a) shall survive any termination of this Agreement.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the (without duplication) all reasonable costs and expenses (a) of each Arranger, incurred by the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, reproduction, execution and delivery of this Agreement and the Loan Documents (includingother Basic Agreements, without limitationany amendments, the reasonable legal fees and out-of-pocket expenses waivers or modifications of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished pursuant hereto or thereto or in connection with any such amendmentherewith or therewith, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of Winston & Sxxxxx, special counsel to the Agent, any legal local counsel retained by the Agent, reasonable attorney's fees and expenses or (but not as well as) the reasonable allocated costs of staff counsel of the Agent as well as the reasonable fees and out-of-pocket expenses of additional special counsel, independent public accountants accountants, investment advisors and other outside experts retained by or on behalf of the Administrative Agent, any Issuing Bank Agent in connection with the administration of this Agreement or with matters generally relating to this Agreement or any Bankof the transactions contemplated by this Agreement, and all costs and expenses (including, without limitation, any costs, reasonable attorneys' fees and expenses or fees (but not as well as) the reasonable allocated costs of staff counsel, if any) incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course enforcement of this Agreement, any bankruptcy or insolvency proceedings of the Company other Basic Agreement or any Subsidiary thereofother agreement furnished pursuant hereto or thereto or in connection herewith or therewith. The Company In addition, the Borrower shall pay any and all costsstamp, expenses, fees original issue and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any other Loan Document Basic Agreement or the making of any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoLoan, and shall reimburse, the Borrower agrees to save and hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Co-Agents and the Banks each Lender harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay pay, such taxes. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the Mortgages, which appraisals shall be in conformity with the applicable requirements of any such taxlaw or governmental rule, costregulation, expensepolicy, fee guideline or charge directive (whether or that not having the force of law), or any interpretation thereof, including, without limitation, the provisions of them may suffer or incur by reason Title XI of the failure Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any party rules promulgated to implement such provisions. Any portion of the foregoing fees, costs and expenses which remains unpaid more than thirty (other than any Arranger, 30) days following the Administrative Agent, the Syndication Agent, any Issuing Bank 's or any Bank) Lender's statement and request for payment thereof shall bear interest from the date of such statement and request to perform any the date of its Obligationspayment at the Default Rate.

Costs, Expenses and Taxes. The Company shall pay on demand (a) Notwithstanding anything to the reasonable contrary in the Loan Papers, the Lenders are entitled to satisfy out of the retainers paid under Section 4.01(m), (i) all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiationpreparation and negotiation of all Loan Papers, preparation, execution and delivery of the Loan Documents (including, including without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of any legal O'Melveny & Xxxxx LLP, Special Counsel, Xxxxxx Xxxxxxxx, LLP, FCC counsel, independent public accountants PUC counsel and other outside experts retained by local counsel, as appropriate, (ii) all costs and expenses (including reasonable advisors' and attorneys' fees and expenses) of Administrative Agent in connection with the Administrative Agentadministration, any Issuing Bank interpretation, grant and perfection of any Lien, modification, amendment, waiver, release of any Loan Papers, restructuring or work-out or pursuant to the Chapter 11 Cases or any Bank, and other insolvency or bankruptcy proceedings (including, without limitation, any coststhe ongoing monitoring by Administrative Agent of the Chapter 11 Cases, expenses or fees incurred or suffered including attendance by the Administrative Agent, any Issuing Bank the Lenders, and their counsel and financial advisors at hearings or other proceedings and the ongoing review of documents filed with the Court in respect thereof) and Administrative Agent's and Lenders' interests with respect to the Borrower and its Subsidiaries (including, without limitation, the ongoing review of Borrower's or any Bank in connection with Subsidiary's business assets, operations, prospects or during financial condition as Administrative Agent shall deem necessary), the course of any bankruptcy Collateral or insolvency proceedings the Obligations, (iii) all of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable out-of-pocket expenses of each of the Lenders in connection with the filing modification, amendment, waiver, release of any Loan Papers, restructuring or recording of this Agreement, any other Loan Document work-out or pursuant to the Chapter 11 Cases or any other instrument insolvency or writing to be delivered hereunder or thereunderbankruptcy proceedings, or and (iv) all costs and expenses (including reasonable fees and expenses of attorneys and financial advisors) of Administrative Agent and each Lender in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against collection of 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 portion of the failure Obligations or the enforcement of any party (other than any Arranger, Loan Papers during the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any continuance of its Obligationsan Event of Default.

Costs, Expenses and Taxes. The Company (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator, for its own account and for the account of each Purchaser Agent and/or any Purchaser, on demand all costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents and other documents to be delivered hereunder or thereunder, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or the Purchasers of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box) and the Collection Accounts, including reasonable fees, costs and expenses of legal counsel for the Administrator and the Purchaser Agents relating to any of the foregoing or to advising the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider or any other Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Document and all reasonable costs and expenses (aincluding reasonable counsel fees and expenses) of each Arranger, the Administrative Agent Administrator and the Syndication any Purchaser Agent in connection with the negotiation, preparation, execution and delivery enforcement of the Loan Transaction Documents (including, without limitation, the reasonable legal fees or any Funding Document and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with the administration of the Transaction Documents. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors (which may be employees of such Person and/or auditors of the Seller) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Uncommitted Purchaser for any amounts such Uncommitted Purchaser must pay to any Liquidity Provider or other Program Support Provider pursuant to any Funding Document on account of any tax; excluding, however, any net income taxes or franchise taxes based upon net income imposed on any such amendmentPerson as a result of a present or former connection between such Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Person having executed, waiverdelivered or performed its obligations or received a payment under, supplement or modification (includingenforced, without limitationthis Agreement, the reasonable legal other Transaction Documents or any Liquidity Agreement or Program Support Agreement executed in connection herewith or therewith, or from the interest conveyed hereunder or thereunder in the Receivables and other Pool Assets or in respect of any Contract). The Seller shall reimburse each Uncommitted Purchaser on demand for all costs and expenses incurred by such Uncommitted Purchaser or any shareholder of such Uncommitted Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Uncommitted Purchaser’s books by certified public accountants, the Rating Agencies and fees and out-of-pocket expenses of counsel to of the Administrative Administrator, the applicable Purchaser Agent and or such Issuing Bank)Uncommitted Purchaser, and (c) if or any Event of Default has occurred and is continuingshareholder, or administrator, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined such Uncommitted Purchaser for advice relating 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsUncommitted Purchaser’s operation.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Syndication Agents and the Administrative Agent and the Syndication Agent in connection with the arrangement of the credit facilities provided for herein and the negotiation, preparation, printing, reproduction, execution and delivery of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses Notes, any amendments or modifications of Shearman & Sterling LLP), and, (bor supplements to) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished in connection with any such amendmentthe execution and delivery of this Agreement, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by counsel to the Administrative AgentAgent and the Syndication Agents relative thereto (limited, however, to such fees and expenses of only one outside counsel who shall represent the Administrative Agent and Syndication Agents), and all costs and expenses (whether of the Syndication Agents and the Administrative Agent or any Bank or the Issuing Bank or any Bank, otherwise and including, without limitation, any costsattorneys’ fees and expenses), expenses or fees incurred or suffered by the Administrative Agentif any, any Issuing Bank or any Bank in connection with or during the course enforcement of any bankruptcy or insolvency proceedings of this Agreement, the Company Notes or any Subsidiary thereofother agreement furnished pursuant hereto or in connection herewith. The Company further agrees to pay to the Issuing Bank all out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. In addition, the Company shall pay any all stamp, transfer and all costs, expenses, fees and charges other transaction taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any other Loan Document and the Company shall pay all such transaction taxes payable or any other instrument or writing determined to be delivered hereunder or thereunder, or payable in connection with the issuance of the Notes or the making of any transaction pursuant hereto Loan by any Bank or theretothe issuance of any Letter of Credit by the Issuing Bank, and shall reimburse, the Company agrees to save and hold harmless and indemnify the Arrangers, the Administrative each Agent, the Syndication each Managing Agent, each Bank and the Issuing Banks and the Banks Bank harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such transaction taxes. If any such taxaction, cost, expense, fee suit or charge or that proceeding arising from any of them may suffer or incur by reason of the failure of foregoing is brought against any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Managing Agent, any Bank, the Issuing Bank or any Bankother Person indemnified or intended to be indemnified pursuant to this Section 10.04, the Company, to the extent and in the manner directed by the Person or Persons indemnified or intended to be indemnified, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Company (which counsel shall be satisfactory to the Person or Persons indemnified or intended to be indemnified). If the Company shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of the Company contained herein shall be breached, the Syndication Agents may (but shall not be obligated to) do the same or cause it to perform be done or remedy any such breach, and may expend their funds for such purpose. Any and all amounts so expended by the Syndication Agents shall be repayable to it by the Company immediately upon the Syndication Agents’ demand therefor, with interest at a rate per annum (computed on the basis of its Obligationsa year consisting of 365 or, when appropriate, 366 days) equal to the sum of (i) the Alternate Base Rate in effect from time to time during the period from and including the date so expended by such Agent to the date of repayment, plus (ii) two percent (2%) per annum. The obligations of the Company under this Section 10.04 shall survive the termination of this Agreement and the discharge of the Company’s other obligations hereunder.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Lenders in connection with the negotiation, preparation, execution execution, delivery and delivery administration (to the extent of the reasonable fees and out-of-pocket expenses of legal counsel to the Lenders), of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPCollateral Documents), andand of the Agent, any Issuing Bank (b) if a Borrower requests other than any Third Party Issuer), the LC Guarantor and the Lenders in connection with the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and and, in any event the case of a Default, enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, filing fees, recording fees, title insurance fees, appraisal fees, search fees and other out-of-pocket expenses of the Agent, any Issuing Bank (other than any Third Party Issuer), the LC Guarantor or any Lender and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any such Issuing Bank Bank, the LC Guarantor or any BankLender, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any such Issuing Bank Bank, the LC Guarantor or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereofAffiliate of the Borrower; provided, however, that the Borrower shall not be obligated to pay any legal fees and expenses in connection with the negotiation, preparation, execution and delivery of the Loan Documents other than the fees and expenses of Kaye, Xxholer, Fierman, Hays & Xandler, LLP, as counsel to the Agent. The Company shall Borrower shall, subject to the limitations set forth in Section 13.7 of this Agreement, pay any and all documentary and other taxes (other 109 than income, gross receipts or net worth taxes, or any tax imposed in lieu of such income, gross receipts or net worth taxes, applicable to the Agent, any Issuing Bank (other than any Third Party Issuer), the LC Guarantor or any Lender or any participant of the Agent or any Lender) 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 the ArrangersAgent, each such Issuing Bank, the Administrative Agent, the Syndication Agent, the Issuing Banks LC Guarantor and the Banks 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 that the Agent, any Issuing Bank, the LC Guarantor or that any of them Lender may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Agent, any Issuing Bank, the LC Guarantor or any Lender under this Section 13.3 shall bear interest from the second Banking Day following the date of demand for payment at the rate provided for in clause (ii) of Section 5.7. Despite the foregoing, in no event shall the Borrower be obligated to pay any costs, fees or expenses incurred by the Agent or any Lender solely by reason of the Agent's or such Lender's selling a participation interest in its rights and obligations hereunder or assigning any of its rights hereunder except to the extent set forth in Section 13.7(d).

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution issuance, delivery, filing, recording, and delivery administration of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses Letter of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent Credit and any Issuing Bank other documents which may be delivered in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related theretothis Agreement, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Letter of Credit and any legal counsel, independent public accountants document delivered in connection therewith and other outside experts retained all costs and expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any Issuing Bank Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Letter of Credit, (ii) any and all amounts which the Administrative Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement, any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement, any other Loan Document (whether through negotiations, legal proceedings or otherwise), (iv) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank Lender from paying any amount under the Letter of Credit or (v) any Bank waivers or consents or amendments to or in connection with or during respect of this Agreement, the course Letter of any bankruptcy or insolvency proceedings of Credit requested by the Company or any Subsidiary thereofBorrower. The Company In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document the Letter of Credit or any of such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, hold harmless and indemnify agree to save the ArrangersIssuing Lender, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationstaxes and fees.

Costs, Expenses and Taxes. The Company shall Borrower agrees (a) to pay or reimburse the Agent on demand the reasonable for all its costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiation, preparation, execution and delivery of, and any amendment, supplement or modification to, this Agreement, the Notes and any other documents prepared in connection herewith or therewith, and the consummation of the Loan Documents (transactions contemplated hereby and thereby, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of counsel to the Administrative Agent; (b) to pay or reimburse the Agent and such Issuing Bank), each Bank for all of their respective costs and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks expenses incurred in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event the enforcement or attempted enforcement preservation of any rights under this Agreement, the Loan Documents, Notes and any matter related theretosuch other documents, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket disbursements of counsel to the Agent and each Bank, except that the Borrower shall not be responsible for any costs or expenses of any legal counsel, independent public accountants attributable to disputes among the Banks or among the Agent and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank; (c) to pay, indemnify and including, without limitation, any costs, expenses or fees incurred or suffered by hold each Bank and the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay Agent harmless from any and all costs, expenses, recording and filing fees and charges any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the filing execution and delivery or recording consummation of any of the transactions contemplated by, or any amendment, supplement or modification to, or any waiver or consent under or in respect of, this Agreement, the Notes and any such other Loan Document or any other instrument or writing documents; and (d) to be delivered hereunder or thereunderpay, or in connection with any transaction pursuant hereto or thereto, indemnify and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks each Bank and the Banks Agent harmless from and against any and all lossother liabilities, liability obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or legal disbursements of any kind or nature whatsoever arising out of or relating to the making or maintaining of the Loans, or the enforcement, performance and administration of this Agreement, the Notes and any such other documents, or expenses or other expense liabilities arising out of any bankruptcy or insolvency proceeding of the Borrower (all of the foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower shall not have any obligations hereunder to the Agent or any Bank with respect to indemnified liabilities arising from the gross negligence or resulting from any delay in paying willful misconduct of the Agent or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason Bank. The agreements in this Section 8.5 shall survive repayment of the failure Notes. The Borrower shall not be responsible for the fees and expenses incurred by any Participant, any Transferee Bank (as such terms are defined below), the Agent or any Bank in connection with any acquisition of any party (interest in the Loans, other than any Arranger, the Administrative Agent, fees and expenses of counsel to the Syndication Agent, any Issuing Bank or any Bank) to perform any Agent in connection with the execution and delivery of its Obligationsthis Agreement.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the reasonable all reasonable, out of pocket costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement, the Notes and any other Loan Documents (Documents, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Administrative Agent Banks as to their respective rights and such Issuing Bankresponsibilities under this Agreement, and all costs and expenses, if any (including reasonable counsel fees and expenses), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording enforcement of this Agreement, the Notes and any other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocuments. The Borrower shall at all times protect, or in connection with any transaction pursuant hereto or theretoindemnify, defend and shall reimburse, hold save harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks from and against any and all lossclaims, liability actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or legal disbursements which the Agent or other expense with respect to or resulting from the Banks may, at any delay in paying or failure to pay any such taxtime, cost, expense, fee or charge or that any of them may suffer sustain or incur by reason of or in consequence of or arising out of the failure execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Borrower acknowledges that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Agent and the Banks against any and all risks involved in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any party (other than present or future de jure or de facto government or governmental authority, provided that the Borrower shall not be liable for any Arrangerportion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent, the Syndication Agent, any Issuing Bank Agent or any Bank) to perform any 's gross negligence or willful misconduct. The provisions of its Obligationsthis Section 8.04 shall survive the payment of the Notes and the termination of this Agreement.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the reasonable costs and expenses (ai) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and all out-of-pocket expenses reasonably incurred by the Administrative Agent, the Collateral Agent and the L/C Issuer in connection with the preparation, execution, delivery, filing, and administration of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, and of the Administrative Agent and any Issuing Bank in connection with any such amendment, waivermodification, or supplement or modification (includingto the Loan Documents, without limitation, including the reasonable legal fees and out-of-pocket expenses of counsel for either Agent incurred in connection with advising such Agent or any of the Banks as to their rights and responsibilities hereunder, (ii) all out-of-pocket expenses reasonably incurred by the Administrative L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses reasonably incurred by either Agent or the L/C Issuer (including the fees, charges and disbursements of counsel for either Agent or the L/C Issuer) in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including all such Issuing Bankout-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the outstanding Loans or Letters of Credit. The foregoing costs and expenses shall include all search, filing, recording, title insurance, appraisal, and environmental assessment fees and charges (and all taxes related thereto), and (c) if other out-of-pocket expenses incurred by either Agent or the L/C Issuer. The Borrower also agrees to pay all such costs and expenses, including court costs, incurred by any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks Bank in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and or any matter related amendment, modification, or supplement thereto, includingwhether by negotiation, without limitationlegal proceedings, out-of-pocket expenses and or otherwise. In addition, the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the filing or executing, delivery, filing, and recording of this Agreement, any of the Loan Documents and the other Loan Document or any other instrument or writing documents to be delivered hereunder or thereunder, or in connection with under any transaction pursuant hereto or theretosuch Loan Documents, and shall reimburse, agrees to hold each Agent and each Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure failing to pay any such tax, cost, expense, fee or charge or that any taxes and fees. The provisions of them may suffer or incur by reason this Section 11.4 shall survive termination of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsthis Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees promptly to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall pay on demand the make demand, all reasonable out-of-pocket costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (boutside counsel for the Liquidity Provider) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any such amendmentother Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, waiver, supplement or modification all reasonable costs and expenses (including, without limitation, the including reasonable legal counsel fees and out-of-pocket expenses expenses) of counsel to the Administrative Agent and such Issuing Bank)Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, and (cii) if any Liquidity Event of Default has occurred or any collection, bankruptcy, insolvency and is continuingother enforcement proceedings in connection therewith, of (iii) the Administrative Agentmodification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall become effective) or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Intercreditor Agreement or any Bankother Operative Agreement or otherwise affecting the application of funds in the Cash Collateral Account. In addition, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costsrecording, expenses, stamp and other similar taxes and fees and charges payable or determined to be payable in the United States in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document or any Operative Agreement and such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, agrees to hold the Liquidity Provider harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay any such tax, cost, expense, fee taxes or charge or that any of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsfees.

Costs, Expenses and Taxes. The Company shall Each Borrower agrees (without duplication) to pay on demand the all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees Notes and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the other Loan Documents, any amendment or modifications of (or supplements to) any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished pursuant hereto or thereto or in connection with any such amendmentherewith or therewith, waiver, supplement or modification (including, including without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of XXXXXXXXXX, special counsel to the Banks, and any legal local counsel retained by the Managing Agent relative thereto or (but not as well as) the reasonable allocated costs of staff counsel as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any BankManaging Agent in connection with the administration of this Agreement, and all search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses and filing and recording fees and all costs and expenses (including, without limitation, any costs, reasonable attorneys' fees and expenses or fees incurred or suffered by (but not as well as) the Administrative Agentreasonable allocated costs of staff counsel), any Issuing Bank or any Bank if any, in connection with or during the course enforcement of this Agreement, the Loan Obligations, the Notes, any bankruptcy or insolvency proceedings of the Company other Loan Document or any Subsidiary thereofother agreement furnished pursuant hereto or thereto or in connection herewith or therewith. The Company In addition, the appropriate Borrower shall pay any and all costsstamp, expenses, fees transfer and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, the Notes, any other Loan Document or the making of any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoLoan, and shall reimburse, each Borrower agrees to save and hold the Managing Agent and each Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid within two (2) days of the next Monthly Borrowing Date which is at least ten (10) Business Days after any Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at the Default Rate. The appropriate Borrower will indemnify and hold harmless each Bank and the Managing Agent and each director, officer, employee and Affiliate of each Bank and the Managing Agent from and against all losses, claims, damages, expenses or liabilities to which such Bank or the Managing Agent or such director, officer, employee or affiliated Person may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from the transactions contemplated by this Agreement or any of the other Loan Documents and to reimburse each of the Banks and the Managing Agent and each such director, officer, employee or affiliated Person, upon their demand, for any reasonable legal or other expenses (or (but not as well as) the reasonable allocated costs of staff counsel) incurred in connection with investigating, preparing to defend or defending any such taxloss, costclaim, expensedamage, fee liability, action or charge or that any of them may suffer or incur by reason of the failure of any party (other than any Arrangerclaim; provided, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.however:

Costs, Expenses and Taxes. The Company shall Borrowers, jointly and severally, agree to pay on demand the reasonable all costs and expenses (aincluding, without limitation, reasonable legal fees) of each Arranger, the Administrative Agent and the Syndication Agent Lender in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and all other instruments and documents to be delivered hereunder and any amendments or modifications of any of the foregoing, or in connection with the examination, review or administration of any of the foregoing, as well as the costs and expenses (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained ) incurred by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Lender in connection with preserving, enforcing or during exercising any rights or remedies under this Agreement, the course other Loan Documents and all other instruments and documents to be delivered hereunder, all whether or not legal action is instituted; provided that the Borrowers obligation to reimburse the Lender for legal fees in connection with the preparation, execution and delivery of any bankruptcy or insolvency proceedings this Agreement and the other Loan Documents shall be limited to $10,000 plus reasonable out-of-pocket expenses of Lender's counsel. In addition, the Company or any Subsidiary thereof. The Company Borrowers shall be jointly and severally obligated to pay any and all costs, expenses, fees stamp and charges other taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any the other Loan Document or any Documents and all other instrument or writing instruments and documents to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretohereunder, and shall reimburse, hold agrees to save and keep the Lender harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay any such taxtaxes. Any fees, costexpenses or other charges which the Lender is entitled to receive from the Borrowers hereunder shall bear interest from the date of demand for payment until paid at the lesser of (i) a fluctuating rate per annum which shall at all times be equal to the rate applicable to the Loans, expense, fee or charge or that any of them may suffer or incur (ii) the maximum rate permitted by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsthen applicable law.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay to the Senior Secured Parties on demand all reasonable, documented costs, expenses and Reimbursable Taxes incurred or arising in connection with the reasonable costs and expenses preparation, documentation, negotiation, execution, delivery, funding, syndication (in accordance with clause (a) of each Arrangerthe next sentence), administration or enforcement of the Administrative Agent Financing Documents or the transactions contemplated thereby or effected pursuant thereto. Such costs, expenses and the Syndication Agent Reimbursable Taxes will include (a) all reasonable fees, costs and expenses arising or incurred in connection with the negotiation, preparation, execution and delivery syndication of the Loan Documents (includingLoans and the LC Borrowings, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPincluding pursuant to Section 8.7(d), and, (b) if a Borrower requests all reasonable fees of, and expenses incurred by, the amendmentEngineer, waiverLenders’ Counsel, supplement or modification the Loan Senior Secured Parties, the Title Insurer, the Insurance Consultant, the Environmental Consultant and all other advisers and consultants engaged by any Agent pursuant to the Financing Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred all Taxes and is continuingall filing and recordation fees and expenses payable in order to create, attach, perfect, continue and enforce the Liens of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Security Documents, and any matter related the cost of the Title Policies and all endorsements thereto, including(d) all fees, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, Taxes and insurance premiums incurred in connection the protection, maintenance, preservation, collection, liquidation or sale of, or foreclosure or realization upon, any Collateral, and (e) all reasonable attorneys’ fees and charges payable or determined to be payable expenses and other costs incurred in connection with (i) complying with any subpoena or similar legal process relating in any way to the filing or recording of this AgreementProject, any other Loan Document Document, any Panda Party or any Project Party, (ii) determining the rights and responsibilities of the any Agent or the other instrument Senior Secured Parties under the Financing Documents when questioned or writing to be delivered hereunder otherwise requiring clarification as a result of any action or thereunderinaction by any Panda Party or any Project Party, (iii) any enforcement, amendment or restructuring of, or in connection with waiver or consent requested by any transaction pursuant hereto Panda Party or theretoany Project Party under, any Financing Document, (iv) foreclosure or realization upon any Collateral or (v) any bankruptcy, insolvency, receivership, reorganization, liquidation or similar proceeding or any appellate proceeding involving the Project, any Panda Party or any Project Party. Borrower agrees to make the payments required under this Section 8.11 regardless of whether a Funding Date occurs and shall reimburse, hold harmless and indemnify hereby indemnifies the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agents and the Banks from and against any and Lenders for all loss, liability or legal or other expense with respect to or liabilities resulting from any failure or delay in paying or failure making any payment required under this Section 8.11. Borrower’s obligations under this Section 8.11 constitute Obligations secured by the Security Document Liens. The Agents will provide to pay Borrower copies of all invoices, receipts and other documentation relating to any such tax, cost, expense, fee or charge or that any of them may suffer or incur amount payable pursuant to this Section 8.11 reasonably requested by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsBorrower.

Costs, Expenses and Taxes. The Company shall Except as otherwise provided in the Fee Letter, the Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Agent-Related Persons in connection with the negotiation, preparation, printing, reproduction, syndication, execution and delivery of the this Agreement, each other Loan Documents Document, any amendments, waivers or modifications of (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (bor supplements to) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished pursuant hereto or thereto or in connection with any such amendmentherewith or therewith, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants attorneys for the Agent-Related Persons relating thereto (as well as the reasonable fees and other outside experts out-of-pocket expenses of attorneys retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with or during the course routine administration of any bankruptcy or insolvency proceedings this Agreement and each other Loan Document), costs and expenses of the Company or any Subsidiary thereofAgent-Related Persons relating to the publishing of announcements and related publicity relating to the transaction contemplated in this Agreement, and all costs and expenses (including attorneys' fees and expenses), if any, in connection with the enforcement of this Agreement. The Company Borrower additionally agrees to reimburse each Bank for all reasonable charges and disbursements of legal counsel and other expenses of enforcement for such Bank (including the allocated cost of staff counsel) arising in connection with any Event of Default if any Loan, interest thereon, or other amounts due hereunder payable to such Bank has not been paid when due, including the collection or enforcement of the Bank Obligations owing to such Bank. In addition, the Borrower shall pay any and all costsstamp, expenses, fees transfer and charges other Taxes (other than Excluded Taxes) payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, or any other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocument, or in connection with the making of any transaction pursuant hereto or theretoLoan, and shall reimburse, agrees to save and hold harmless the Agent-Related Persons and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks each Bank from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsTaxes.

Costs, Expenses and Taxes. The Company Borrower shall pay to Bank on demand the any and all reasonable costs counsel fees and other expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred by Bank in connection with the negotiation, preparation, execution and delivery interpretation, enforcement, or amendment of the Loan Documents (includingthis Agreement, without limitation, the reasonable legal fees and out-of-pocket expenses or of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documentsdocuments relating thereto, and any and all expenses, including, but not limited to, all attorneys' fees and expenses, and all other expenses of like or unlike nature which may be expended by Bank or in the prosecution or defense of any action or concerning any matter related growing out of or connected with the subject matter of this Agreement, the Obligations or the Collateral or any of Bank's rights or interests therein or thereto, including, without limitation, out-of-pocket expenses and limiting the reasonable fees and out-of-pocket expenses generality of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agentforegoing, any Issuing Bank reasonable counsel fees or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings and all costs and expenses incurred or paid by Bank in connection with the administration supervision, protection or realization on any security held by Bank for the debt secured hereby, whether such security was granted by Borrower or by any other person primarily or secondarily liable (with or without recourse) with respect to such debt, and all costs and expenses incurred by Bank in connection with the defense, settlement or satisfaction of any action, claim or demand asserted against Bank in connection with the Company or any Subsidiary thereofdebt secured hereby, all of which amounts shall be considered advances to protect Bank's security, and shall be secured hereby. The Company In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be by payable in connection with the execution, delivery, filing or and recording of this Agreement, any of the Loan Documents and the other Loan Document or any other instrument or writing documents to be delivered hereunder or thereunder, or in connection with under any transaction pursuant hereto or theretosuch Loan Documents, and shall reimburse, hold agrees to save the Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationstaxes and fees.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution issuance, delivery, filing, recording, and delivery administration of this Agreement, the Loan Documents (Loans and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable legal fees and out-of-out‑of‑pocket expenses of counsel for the Administrative Agent incurred in connection with the preparation and negotiation of this Agreement, the Loans and any document delivered in connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (iii) or (iv) below, any Lender) (including reasonable fees and out of pocket expenses of Shearman & Sterling LLP)counsel) in connection with (i) with the use of Intralinks Inc., and, (b) if a Borrower requests the amendment, waiver, supplement SyndTrak or modification other similar information transmission systems in connection with the Loan Documents, (ii) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Loans, (iii) any and all amounts which the Administrative Agent and or any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel Lender has paid relative to the Administrative Agent and Agent’s or such Issuing Bank), and (c) if Lender’s curing of any Event of Default has occurred and is continuing, resulting from the acts or omissions of the Administrative AgentBorrower under this Agreement or any other Loan Document, (iv) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise), (v) [reserved] or (vi) any waivers or consents or amendments to or in respect of this Agreement or the Loans requested by the Borrower. In addition, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costs, expenses, Other Taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document the Loans or any of such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, hold harmless and indemnify the Arrangers, agree to save the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such taxes and fees. Without prejudice to the survival of any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason other agreement of the failure Borrower hereunder, the agreements and obligations of any party (other than any Arrangerthe Borrower, the Administrative Agent, Agent and the Syndication Agent, Lenders contained in this Section shall survive the payment in full of the Obligations and the termination of the Commitments. To the extent that the Borrower for any Issuing Bank reason fails to indefeasibly pay any amount required under this Section to be paid by it to the Administrative Agent (or any Banksub-agent thereof) to perform or any Related Party of any of its Obligationsthe foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense payment is sought based on each Lender’s Commitment Percentage at such time, or if the Commitments have been reduced to zero, then based on such Lender’s ratable share of the outstanding Loans) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense was incurred by or asserted against the Administrative Agent (or any such sub-agent) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.16.

Costs, Expenses and Taxes. The Company shall Borrower agrees (a) to pay or reimburse the Bank on demand the for all its reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiation, preparation, execution and delivery of of, and any amendment, supplement or modification to, the Loan Documents (and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of counsel to the Administrative Agent and such Issuing Bank), and ; (cb) if any upon the occurrence of an Event of Default has occurred Default, to pay or reimburse the Bank for all of its reasonable costs and is continuing, of the Administrative Agent, the Issuing Banks and the Banks expenses incurred in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event the enforcement or attempted enforcement preservation of any rights under the Loan Documents, Documents and any matter related theretosuch other documents, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses disbursements of any legal counselcounsel to the Bank; (c) to pay, independent public accountants indemnify and other outside experts retained by hold the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay harmless from any and all costs, expenses, recording and filing fees and charges any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable by the Borrower or any Subsidiary in connection with the filing execution and delivery or recording consummation of this Agreementany of the transactions contemplated by, any other Loan Document or any other instrument amendment, supplement or writing to be delivered hereunder or thereundermodification to, or any waiver or consent under or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangersrespect of, the Administrative AgentLoan Documents and any such other documents; and (d) to pay, indemnify and hold the Syndication Agent, the Issuing Banks and the Banks Bank harmless from and against any and all lossother liabilities, liability obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or legal disbursements of any kind or nature whatsoever arising out of or relating to the making or maintaining of the Loans or the issuance of the Letter of Credit, or the enforcement, performance and administration of the Loan Documents and any such other documents, or expenses or other expense liabilities arising out of any bankruptcy or insolvency proceeding of the Borrower (all of the foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower shall not have any obligations hereunder to the Bank with respect to indemnified liabilities arising from the gross negligence 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 willful misconduct of the failure Bank. The agreements in this Section 10.6 shall survive repayment of any party (the Revolving Note and all other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company shall pay on demand the all ------------------------- reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, the Depositary Bank and the Banks (bbut excluding the fees and disbursements of counsel to the Depositary Bank and the Banks) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement the preparation of this Agreement and all instruments and documents relating thereto or modification (including, without limitation, necessary to satisfy the reasonable legal fees and conditions to lending hereunder. The Company agrees to pay on demand all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by each Bank and the Depositary Bank in connection with the enforcement of counsel this Agreement, the Notes, any such other instruments or documents or any collateral security. In addition, each Borrower agrees (i) to the Administrative Agent and such Issuing Bank)pay, and (c) if any Event of Default has occurred and is continuing, of to save the Administrative Agent, the Issuing Banks Depositary Bank and the Banks harmless from all liability for, any stamp or other taxes which may be payable in connection with any workoutthe execution or delivery of this Agreement, restructuringthe borrowings hereunder, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement the issuance of the Loan DocumentsNotes or of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (ii) to indemnify, exonerate and hold each of the Depositary Bank and the Banks and each of the officers, directors, employees and agents of such Banks (herein called collectively the "Bank Indemnitees") free and harmless from and against any matter related theretoand all actions, causes of action, suits, losses, liabilities, damages and expenses, including, without limitation, out-of-pocket expenses and the reasonable attorneys' fees and out-disbursements incurred by any Bank Indemnitee as a result of-pocket expenses , or arising out of, or relating to any transaction financed with proceeds of any legal counselof the Loans or the execution, independent public accountants and other outside experts retained by delivery, performance, enforcement or administration of this Agreement (herein called collectively the Administrative Agent"Indemnified Liabilities"), except for any Issuing such Indemnified Liabilities arising on account of any such Bank Indemnitee's negligence or any Bankwillful misconduct, and includingif and to the extent that the foregoing undertaking may be unenforceable for any reason, without limitation, any costs, expenses or fees incurred or suffered by Borrower hereby agrees to make the Administrative Agent, any Issuing Bank or any Bank in connection with or during maximum contribution to the course payment and satisfaction of any bankruptcy or insolvency proceedings each of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsIndemnified Liabilities which is permissible under applicable law.

Costs, Expenses and Taxes. The Company shall Each Loan Party, jointly and severally agrees to pay on demand all reasonable out-of-pocket costs and expenses of Administrative Agent (including Attorney Costs and any Taxes) in connection with the preparation, execution, delivery and administration (including perfection and protection of any Collateral) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated (“Lender Expenses”), and all reasonable out-of-pocket costs and expenses (aincluding Attorney Costs and any Taxes) of each Arranger, the incurred by Administrative Agent and each Lender after an Event of Default in connection with the Syndication collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof. The Loan Parties shall have deposited $5,000 with Administrative or its Affiliates prior to the Closing Date, which amount shall be credited against the Lender Expenses. The Loan Parties shall pay to Administrative Agent the following expenses promptly following receipt of invoices: (i) Lender Expenses constituting legal fees and travel up to $200,000 (the “Expense Cap”), plus costs associated with security interest filings (including with the United States Patent and Trademark Office), (ii) Lender Expenses incurred in connection with the Financing with Eligible Stockholders in accordance with Section 10.13 hereof, including any amendments to this Agreement or the Certificate of Designations for the Series A Preferred Stock incurred in connection therewith or as contemplated by Schedule 10.13 and (iii) Lender Expenses in connection with the enforcement of Administrative Agent’s rights and remedies with respect to (x) the collection of any Obligations, (y) the enforcement or collection of the Collateral or (z) any provision of this Agreement or any other Loan Document. The Expense Cap is inclusive of amounts reimbursed to Agent in connection with the negotiation, preparation, execution and delivery closing of the Original Loan. In addition, each Loan Documents (includingParty agrees to pay, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the to save Administrative Agent and the Lenders harmless from all liability for, any Issuing Bank fees of Borrower’s auditors in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the exercise by Administrative Agent and such Issuing Bank), and (c) if any Event the Lenders of Default has occurred and is continuing, their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Administrative AgentTerm Loans, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement cancellation of the Loan DocumentsTerm Notes, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording termination 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company shall Waste Management agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery, filing, recording, administration, modification and delivery amendment of this Agreement or any other Transaction Document, any of the Loan other Transaction Documents (and any other documents which may be delivered in connection therewith, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to for the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative AgentOwner Trustee, the Issuing Banks Administrator, the Indenture Trustee, the Trust and their respective agents, officers, directors, trustees, agents, attorneys and service providers (including the Certificateholder and the Banks Tax Matters Partner) and Fleet with respect thereto and with respect to advising the Owner Trustee, the Administrator and the Trust as to their rights and responsibilities under this Agreement. Waste Management further agrees to pay on demand all costs and expenses (including counsel fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement or any workout, restructuring, reorganization (including a bankruptcy reorganization) other Transaction Document and such other documents which may be delivered in any event enforcement or attempted enforcement of the Loan Documents, and any matter related theretoconnection with this Agreement, including, without limitation, out-of-pocket expenses and the reasonable counsel fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement of rights under this Section 7.06, or during (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the course Owner Trustee, the Administrator or the Trust from paying any amount under the Master Letter of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofCredit. The Company In addition, Waste Management shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any Agreement or the Master Letter of Credit or the other Loan Document Transaction Documents or any such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, hold harmless and indemnify agrees to save the ArrangersOwner Trustee, the Administrative Agent, the Syndication Agent, the Issuing Banks Administrator and the Banks Trust harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arrangertaxes and fees. The Owner Trustee, the Administrative AgentAdministrator, the Syndication AgentIndenture Trustee, any Issuing Bank or any Bankthe Trust and their respective agents, officers, directors, trustees, agents, attorneys and service providers (including the Certificateholder and the Tax Matters Partner) and Fleet shall be deemed to perform any of its Obligationsbe third party beneficiaries with respect to this Section 7.06. All amounts payable by Waste Management under this Section 7.06 shall be paid by depositing such amounts directly into the Expense Payment Account.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Syndication Agents and the Administrative Agent and the Syndication Agent in connection with the arrangement of the credit facilities provided for herein and the negotiation, preparation, printing, reproduction, execution and delivery of the Loan Documents (including, without limitationthis Agreement, the reasonable legal fees and out-of-pocket expenses Notes, any amendments or modifications of Shearman & Sterling LLP), and, (bor supplements to) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished in connection with any such amendmentthe execution and delivery of this Agreement, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by counsel to the Administrative AgentAgent and the Syndication Agents relative thereto (limited, however, to such fees and expenses of only one outside counsel who shall represent the Administrative Agent and Syndication Agents), and all costs and expenses (whether of the Syndication Agents and the Administrative Agent or any Bank or the Issuing Bank or any Bank, otherwise and including, without limitation, any costsattorneys' fees and expenses), expenses or fees incurred or suffered by the Administrative Agentif any, any Issuing Bank or any Bank in connection with or during the course enforcement of any bankruptcy or insolvency proceedings of this Agreement, the Company Notes or any Subsidiary thereofother agreement furnished pursuant hereto or in connection herewith. The Company further agrees to pay to the Issuing Bank all out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder. In addition, the Company shall pay any all stamp, transfer and all costs, expenses, fees and charges other transaction taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any other Loan Document and the Company shall pay all such transaction taxes payable or any other instrument or writing determined to be delivered hereunder or thereunder, or payable in connection with the issuance of the Notes or the making of any transaction pursuant hereto Loan by any Bank or theretothe issuance of any Letter of Credit by the Issuing Bank, and shall reimburse, the Company agrees to save and hold harmless and indemnify the Arrangers, the Administrative each Agent, the Syndication each Managing Agent, each Bank and the Issuing Banks and the Banks Bank harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such transaction taxes. If any such taxaction, cost, expense, fee suit or charge or that proceeding arising from any of them may suffer or incur by reason of the failure of foregoing is brought against any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Managing Agent, any Bank, the Issuing Bank or any Bankother Person indemnified or intended to be indemnified pursuant to this Section 10.04, the Company, to the extent and in the manner directed by the Person or Persons indemnified or intended to be indemnified, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Company (which counsel shall be satisfactory to the Person or Persons indemnified or intended to be indemnified). If the Company shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of the Company contained herein shall be breached, the Syndication Agents may (but shall not be obligated to) do the same or cause it to perform be done or remedy any such breach, and may expend their funds for such purpose. Any and all amounts so expended by the Syndication Agents shall be repayable to it by the Company immediately upon the Syndication Agents' demand therefor, with interest at a rate per annum (computed on the basis of its Obligationsa year consisting of 365 or, when appropriate, 366 days) equal to the sum of (i) the Alternate Base Rate in effect from time to time during the period from and including the date so expended by such Agent to the date of repayment, PLUS (ii) two percent (2%) per annum. The obligations of the Company under this Section 10.04 shall survive the termination of this Agreement and the discharge of the Company's other obligations hereunder.

Costs, Expenses and Taxes. The Company shall pay on demand the ------------------------- reasonable costs and expenses (a) of each Arranger, the Arranger and the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman O'Melveny & Sterling Xxxxx LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any the Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank)modification, and (c) if any Event of Default has occurred and is continuingoccurred, of the Administrative Agent, the Issuing Banks Bank and the Banks in connection with any workout, restructuring, reorganization (including a --------- bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without --------- limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any the Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered --------- by the Administrative Agent, any the Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the ArrangersArranger, the Administrative Agent, the Syndication Agent, the Issuing Banks Bank and the 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 (other than any the Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (includingand any amendment thereto or waiver thereof. Borrower shall also pay on demand, without limitationaccompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutthe refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-out- of-pocket expenses of any legal counselcounsel (INCLUDING reasonably allocated costs of legal counsel employed by the Agent or any Bank), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, whether or not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company 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 Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, EXCLUDING Excluded Taxes, 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Agent or any Bank under this SECTION 11.3 shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate, EXCEPT that any such amount payable under the first sentence of this SECTION 11.3 shall bear such interest from the sixth (6th) Banking Day following the date of demand for payment.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by the Agent and the Arranger: (i) all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with (1) syndication of the Loans, (2) the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), andany and all other documents furnished pursuant hereto or in connection herewith, (b3) if a Borrower requests and all investigation of and due diligence regarding the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Company and the Banks in connection security for the Obligations undertaken and performed with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related respect thereto, including, including without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of any legal Bakex & Xanixxx, xxecial counsel to the Agent, as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Administrative AgentAgent in connection with the foregoing and the administration of this Agreement and the other Loan Documents, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any Issuing Bank amendments or modifications of (or supplements to) any Bankof the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, and all investigation of and due diligence regarding the Company and the security for the Obligations undertaken and performed with respect thereto, including without limitation the reasonable fees and out-of-pocket expenses of counsel retained by the Agent relative thereto (or, but not as well as the reasonable allocated costs of staff counsel) as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Agent in connection with the foregoing and the administration of this Agreement, and (iii) all search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses and filing and recording fees and taxes. In addition, the Company agrees to pay (without duplication) all costs and expenses of the Agent and the Lenders (including, without limitation, any costs, reasonable attorneys' fees and expenses or fees incurred or suffered by of the Administrative Agent, any Issuing Bank the Lenders or any Bank of them), if any, in connection with the enforcement and collection of this Agreement, any Note and/or any other Loan Documents or during other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costsstamp, expenses, fees transfer and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, or any of the other Loan Document Documents or the issuance of any other instrument Note or writing to be delivered hereunder or thereunder, or in connection with the making of any transaction pursuant hereto or theretoof the Loans, and shall reimburse, agrees to save and hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay any pay, such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason taxes. Any portion of the failure foregoing fees, costs and expenses which remains unpaid following the statement and request for payment thereof shall bear interest from the date of any party such statement and request to the date of payment at a per annum rate equal to the Prime Rate plus Two Percent (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank2%) to perform any of its Obligationsper annum.

Costs, Expenses and Taxes. The Company shall pay on demand the reasonable costs and expenses (a) of each ArrangerThe Seller shall reimburse the Purchaser, the Administrative Operating Agent and the Syndication Collateral Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and for all out-of-pocket expenses incurred in connection with the negotiation and preparation of Shearman & Sterling LLPthis Agreement and the other Related Documents (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Purchaser, andthe Operating Agent and the Collateral Agent for all reasonable fees, costs and expenses, including the fees, costs and expenses of counsel or other advisors (bincluding environmental and management consultants and appraisers) if a Borrower requests for advice, assistance, or other representation in connection with: (i) the forwarding to the Seller or any other Person on behalf of the Seller by the Purchaser of any payments for Purchases made by it hereunder; (ii) any amendment, waivermodification or waiver of, supplement consent with respect to, or modification termination of this Agreement or any of the Loan other Related Documents or advice in connection with the administration thereof or their respective rights hereunder or thereunder; (iii) any Litigation, contest or dispute (whether instituted by the Seller, the Purchaser, the Operating Agent, the Collateral Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Related Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Seller or any other Person that may be obligated to the Purchaser, the Operating Agent or the Collateral Agent by virtue of the Related Documents, of the Administrative Agent and including any Issuing Bank such Litigation, contest, dispute, suit, proceeding or action arising in connection with any such amendment, waiver, supplement work-out or modification restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events; (including, without limitationiv) any attempt to enforce any remedies of the Purchaser, the reasonable legal fees Operating Agent or the Collateral Agent against the Seller or any other Person that may be obligated to them by virtue of any of the Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events; (v) any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events; and out-of-pocket expenses (vi) efforts to (A) monitor the Purchases or any of counsel to the Administrative Agent and such Issuing Bank)Seller Secured Obligations, (B) evaluate, observe or assess any Originator, the Seller or the Servicer or their respective affairs, and (cC) if verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any Event of Default has occurred and is continuing, of the Administrative AgentSeller Collateral; including all reasonable attorneys and other professional and service providers fees arising from such services, the Issuing Banks and the Banks including those in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documentsappellate proceedings, and any matter related theretoall reasonable expenses, includingcosts, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants charges and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank such counsel and others in connection with or during the course of relating to any bankruptcy or insolvency proceedings of the Company events or any Subsidiary thereofactions described in this Section 14.04, all of which shall be payable, on demand, by the Seller to the Purchaser, the Operating Agent or the Collateral Agent, as applicable. The Company Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) In addition, the Seller shall pay on demand any and all costsstamp, expensessales, excise and other taxes (excluding income taxes) and 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 Agreement or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoRelated Document, and shall reimburse, hold the Seller agrees to indemnify and save each Purchaser Indemnified Person harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.taxes and fees. SECTION 14.05

Costs, Expenses and Taxes. The Company Borrowers shall pay on demand the reasonable costs and expenses (a) expenses, including attorneys' fees, of each Arranger, the Administrative Agent and the Syndication Agent Banks in connection with the negotiation, preparation, execution and delivery of the Loan Documents (includingDocuments, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests Agent and Banks in connection with the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, filing fees, recording fees, title insurance fees, appraisal fees, search fees, audit costs incurred by Agent or Banks during the continuance of or in connection with the occurrence of an Event of Default and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankBanks, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Banks in connection with or during the course of 52 any bankruptcy or insolvency proceedings of the Company any Borrower or any Subsidiary thereof. The Company Borrowers shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to Agent or any Bank under this Section 11.4 shall bear interest from the fifth Banking Day following the date of demand for payment at the rate provided for in Section 3.6.

Costs, Expenses and Taxes. The Company Lessee shall pay on demand within five (5) Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses (a) of each ArrangerTrustee, the Administrative Agent and the Syndication Agent Lead Arranger in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Operative Documents (includingand any amendment thereto or waiver thereof. Lessee shall also pay on demand, without limitationaccompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Creditors in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Operative Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel (INCLUDING allocated costs of legal counsel employed by any Creditor), independent public accountants and other outside experts retained by the Administrative Agentany Creditors, any Issuing Bank whether or any Bank, not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Lessee or Guarantor or any Subsidiary thereof. The Company Such costs and expenses shall pay also include, in the case of any and all costsamend ment or waiver of any Operative Document requested by Lessee, expensesthe administrative costs of Certificate Purchaser reasonably attributable thereto. Any amount payable to the Creditors, 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 one or writing to be delivered hereunder or thereundermore of them, or in connection with any transaction pursuant hereto or thereto, and under this Section shall reimburse, hold harmless and indemnify bear interest from the Arrangers, second Business Day following the Administrative Agent, date of demand for payment at the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsDefault Rate.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by the Agent: (i) all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank and all other documents furnished pursuant hereto or in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank)herewith, and (c) if any Event all investigation of Default has occurred and is continuing, of due diligence regarding the Administrative Agent, the Issuing Banks Company and the Banks in connection security for the Obligations undertaken and performed with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related respect thereto, including, including without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of any legal Bakex & Xanixxx, xxecial counsel to the Agent (or, but not as well as, the reasonable allocated costs of staff counsel) as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Administrative AgentAgent in connection with the foregoing and the administration of this Agreement, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any Issuing Bank amendments or modifications of (or supplements to) any Bankof the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, and all investigation of and due diligence regarding the Company and the security for the Obligations undertaken and performed with respect thereto, including without limitation the reasonable fees and out-of-pocket expenses of counsel retained by the Agent relative thereto (or, but not as well as the reasonable allocated costs of staff counsel) as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Agent in connection with the foregoing and the administration of this Agreement, and (iii) all search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses and filing and recording fees and taxes. In addition, the Company agrees to pay (without duplication) all costs and expenses of the Agent and the Banks (including, without limitation, any costs, reasonable attorneys' fees and expenses or fees incurred or suffered by of the Administrative Agent, any Issuing Bank the Banks or any Bank of them), if any, in connection with the enforcement of this Agreement, any Note and/or any other Loan Documents or during other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costsstamp, expenses, fees transfer and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, or any of the other Loan Document Documents or the issuance of any other instrument Note or writing to be delivered hereunder or thereunder, or in connection with the making of any transaction pursuant hereto or theretoof the Loans, and shall reimburse, agrees to save and hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay any pay, such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason taxes. Any portion of the failure foregoing fees, costs and expenses which remains unpaid following the statement and request for payment thereof shall bear interest from the date of any party such statement and request to the date of payment at a per annum rate equal to the Prime Rate plus Two Percent (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations2%).

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent (including the fees and expenses of counsel to the Syndication Agent Administrative Agent) in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, and of the Administrative Agent and any Issuing Bank the Lenders in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event ), enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, reasonably incurred 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, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any reasonable costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company thereof Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) and all reasonable costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders from and against any and all reasonable 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company shall pay on demand Account Party and the reasonable costs and expenses Guarantor agree (a) of each Arrangerto pay to the Bank, the Administrative Agent and the Syndication Agent in connection with the negotiationon demand, preparation, execution and delivery of the Loan Documents (including, without limitation, the all reasonable legal fees and out-of-pocket costs and expenses of Shearman & Sterling LLP), and, the Bank (b) if a Borrower requests including the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to for the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with the preparation, execution and delivery of this Agreement, the Letter of Credit, the Security Documents, any workout, restructuring, reorganization amendments or modifications of (including a bankruptcy reorganizationor supplements to) and in any event enforcement or attempted enforcement of the Loan Documentsforegoing and any and all other instruments or documents furnished pursuant hereto or in connection herewith, and any matter related thereto, including, without limitation, all reasonable out-of-pocket costs and expenses and the reasonable (including attorneys' fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained expenses) incurred by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement of this Agreement, the Indenture, any Account Party Agreement, any Security Document, any such other instruments or during the course of any bankruptcy or insolvency proceedings of the Company documents or any Subsidiary thereof. The Company shall pay collateral security, (b) to pay, and to save the Bank harmless from all liability for, any and all costs, expenses, fees and charges payable stamp or determined to similar taxes that may be payable in connection with the filing execution or recording delivery of this Agreement, any other Loan Document the Letter of Credit, the Security Documents or any other instrument or writing document provided for herein or delivered or to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, herewith and shall reimburse, hold to save the Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or any failure to pay, such taxes and (c) to indemnify, pay and hold the Bank and the directors, officers, employees and agents of the Bank (collectively, the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and costs, including without limitation reasonable attorneys' fees, expenses and disbursements of any kind or nature whatsoever, that are not caused by the Indemnitees' gross negligence or willful misconduct and that are incurred by the Indemnitees in connection with the issuance, sale and delivery, or the remarketing in the secondary market, of the Bonds, or the transfer of, payment of, or (pursuant to any judicial order) failure to pay or delay in paying under, the Letter of Credit (collectively, the "Indemnified Liabilities"). To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding paragraph may be unenforceable because it violates any such taxlaw or public policy, cost, expense, fee the Account Party and the Guarantor shall contribute the maximum portion that each is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or charge or that any of them may suffer or incur by reason them. The obligations of the failure Account Party and the Guarantor under this Section shall survive the termination of any party (this Agreement and the discharge of the Account Party's and the Guarantor's other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the reasonable all costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery, filing, recording, perfection and delivery administration of any of the Loan Documents Credit Documents, and any other documents executed after the date of this Agreement and in connection with the administration of the Facility, including (includingwithout limitation) the disbursement of the Revolving Credit Loan. The foregoing shall include, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for the Bank with respect thereto and with respect to advising the Bank as to its rights and responsibilities under any legal counselof the Credit Documents and all costs and expenses, independent public accountants and other outside experts retained by the Administrative Agentif any, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement of, or during preservation of rights under, any of the course Credit Documents. If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand, reimburse the Bank for the amount of all costs and expenses (including legal fees) reasonably incurred by the Bank in responding to, evaluating, negotiating or complying with that request or requirement. The Borrower shall promptly on demand pay the Bank the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the administration or release of any bankruptcy or insolvency proceedings of Lien created pursuant to the Company Security Agreement or any Subsidiary thereof. The Company similar Agreement, executed by the parties hereto after the date hereof In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any of the Credit Documents and the other Loan Document or any other instrument or writing documents to be delivered hereunder or thereunder, or in connection with under any transaction pursuant hereto or theretosuch Credit Documents, and shall reimburse, hold harmless agrees to and indemnify and hold the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks Bank harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationstaxes and fees.

Costs, Expenses and Taxes. The Company and each Borrower shall each pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (includingDocuments, without limitationand of the Administrative Agent, ING UK and the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests Lenders in connection with the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including INCLUDING a bankruptcy proposal, plan of arrangement or reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, includingINCLUDING, without limitation, 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, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, Agent and includingING UK and INCLUDING, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank ING UK or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings or proceedings under any Debtor Relief Law of the Company, or any Subsidiary of the Company; PROVIDED that the Administrative Agent, ING UK and the Lenders shall, in connection with any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the Loan Documents be entitled to the services of only one firm of independent public accountants and shall use their best efforts to avoid duplicative efforts by legal counsel on behalf of Administrative Agent, and one or more Lenders. Without limitation on the foregoing, the Company and each Borrower shall pay on demand the reasonable costs and expenses of the Administrative Agent in connection with semi-annual audits of the business of the Company or and its Restricted Subsidiaries and the Collateral, PROVIDED THAT the cost associated with each individual auditor engaged in any Subsidiary thereofsuch audit shall not exceed $350 per day. The Company and each Borrower each shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent, ING UK or any Lender under this Section shall bear interest at the Default Rate from the thirtieth day after a demand for payment. Notwithstanding any provision of this Section to the contrary, the obligations of LEP UK under this Section shall not extend to any costs or expenses, taxes, fees or charges payable with respect to or relating to the Domestic Commitment and which do not relate to the UK Commitment.

Costs, Expenses and Taxes. The Company shall Borrowers agree to pay on demand (without duplication), all of the reasonable following fees, costs and expenses incurred by Bank: (ai) of each Arranger, the Administrative Agent all reasonable and the Syndication Agent documented out-of-pocket costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Loan Documents (includingand any and all other documents furnished pursuant hereto or in connection herewith, including without limitation, limitation the reasonable legal and documented fees and out-of-pocket expenses of Shearman & Sterling LLP)outside counsel to Bank, and, (b) if a Borrower requests as well as the amendment, waiver, supplement or modification the Loan Documents, reasonable and documented fees and out-of-pocket expenses of the Administrative Agent and any Issuing Bank such counsel in connection with the administration of this Agreement, (ii) all reasonable and documented out-of-pocket costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any such amendmentamendments or modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, waiver, supplement or modification (including, including without limitation, limitation the reasonable legal and documented fees and out-of-pocket expenses of counsel to the Administrative Agent retained by Bank relative thereto, (iii) all UCC and such Issuing Bank)Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documentsexpenses, and any matter related thereto, including, without limitation, out-of-pocket expenses costs and the reasonable all fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be taxes payable in connection with the filing or recording of any Loan Documents or financing statements; (iv) all costs and expenses (including, without limitation, reasonable and documented attorneys’ fees and expenses of Bank), if any, in connection with the enforcement of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all reasonable costs and expenses incurred by Bank in conducting an independent audit or review by Bank’s internal staff of the books and records of Borrowers and the collateral provided under the Loan Documents, including, without limitation, the costs and expenses of examinations of the Collateral (to the extent provided in Section 5.01(c) above). In addition, Borrowers shall pay any and all stamp, transfer and other similar taxes payable or reasonably determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocuments, or in connection with any transaction pursuant hereto the issuance of the Notes, or theretothe making of the Loans, and shall reimburse, agree to save and hold Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay any pay, such taxtaxes, cost, expense, fee except to the extent directly caused by the gross negligence or charge or that any willful misconduct of them may suffer or incur by reason Bank. Any portion of the failure foregoing fees, costs and expenses which remains unpaid for a period of any party (other than any Arranger, 30 days following Bank’s delivery of a written statement and request for payment thereof in accordance with this Agreement shall bear interest from the Administrative Agent, date of such statement and request to the Syndication Agent, any Issuing Bank or any Bank) date of payment at a per annum rate equal to perform any of its Obligationsthe Default Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Bank in connection with the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement, the Revolving Credit Note and any other Loan Documents (Documents, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, counsel for the Bank with respect thereto (bprovided that such fees (excluding expenses) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent Bank shall not exceed, absent unanticipated delays and such Issuing Bankunforeseeable issues, $15,000.00) and with respect to advising the Bank as to its rights and responsibilities under this Agreement, and all costs and expenses, if any (including reasonable counsel fees and expenses), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted the enforcement of this Agreement, the Revolving Credit Note and any other Loan Documents. The Borrower and the Guarantor shall, jointly and severally, at all times, protect, indemnify, defend and save harmless the Bank from and against any and all claims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which the Bank may, at any matter related theretotime, sustain or incur by reason of or in consequence of or arising out of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby except as hereinafter provided. The Borrower and the Guarantor acknowledge that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower and the Guarantor, including, without limitation, out-of-pocket expenses any and all risks of the reasonable fees and out-of-pocket expenses acts or omissions, whether rightful or wrongful, of any legal counselpresent or future de jure or de facto government or governmental authority, independent public accountants and other outside experts retained by provided that neither the Administrative AgentBorrower nor the Guarantor shall be liable for any portion of such liabilities, any Issuing Bank or any Bankobligations, and includinglosses, without limitationdamages, any penalties, actions, judgments, suits, costs, expenses or fees incurred disbursements resulting from the Bank's gross negligence or suffered by willful misconduct. The provisions of this Section 7.04 shall survive the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings payment of the Company or any Subsidiary thereof. The Company shall pay any Note and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording termination 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (includingdelivery, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification refinancing and restructuring of, and reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court) affecting, the Loan Documents, Documents and the reasonable expenses of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted the enforcement of the Loan Documents, and any matter related thereto, includingincluding without limitation filing fees, without limitationrecording 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 the allocated cost of in-house counsel), independent public accountants accountants, and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBanks. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) and all costs, expenses, fees fees, and charges payable or determined to be payable in connection with the 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Borrower to perform any of its the Obligations. Any amount payable to the Administrative Agent or the Banks under this Section 10.03 shall bear interest from the date of demand for payment at the rate then in effect for Base Rate Loans.

Costs, Expenses and Taxes. The Company shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman O'Melveny & Sterling Xxxxx LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any the Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such the Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Bank and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any the Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any the Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Bank and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any the Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. (a) The Company shall Borrower agrees (1) to pay or reimburse each Bank on demand the reasonable for all its costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiation, preparation, execution and delivery of of, and any amendment, supplement or modification to, the Loan Documents (and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses disbursements of counsel to the Administrative Agent; (2) to pay or reimburse the Agent and such Issuing Bank), each Bank for all of their respective costs and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks expenses incurred in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event the enforcement or attempted enforcement preservation of any rights under the Loan Documents, Documents and any matter related theretosuch other documents, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses disbursements of any legal counselcounsel to the Agent and each Bank; (3) to pay, independent public accountants indemnify and other outside experts retained by hold each Bank and the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay Agent harmless from any and all costs, expenses, recording and filing fees and charges any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the filing execution and delivery or recording consummation of this Agreementany of the transactions contemplated by, any other Loan Document or any other instrument amendment, supplement or writing to be delivered hereunder or thereundermodification to, or any waiver or consent under or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangersrespect of, the Administrative AgentLoan Documents and any such other documents; and (4) to pay, the Syndication Agent, the Issuing Banks indemnify and hold each Bank and the Banks Agent harmless from and against any and all lossother liabilities, liability obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or legal disbursements of any kind or nature whatsoever arising out of or relating to the making or maintaining of the Loans or the issuance of any Letter of Credit, or the enforcement, performance and administration of the Loan Documents and any such other documents, or expenses or other expense liabilities arising out of any bankruptcy or insolvency proceeding of the Borrower (all of the foregoing, collectively, the "indemnified liabilities"), provided, that the Borrower shall not have any obligations hereunder to the Agent or any Bank with respect to indemnified liabilities arising from the gross negligence or resulting from any delay in paying willful misconduct of the Agent or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason Bank. The agreements in this Section 11.6(a) shall survive repayment of the failure of any party (Notes and all other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (including any sales, use, value-added, goods, services or other taxes) of (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the including reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPlegal counsel to the Agent and the allocated costs of internal counsel to the Agent), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documentsafter an Event of Default, of the Administrative Agent and any Issuing Bank each Creditor in connection with any such amendment, waivermodification, supplement supplement, extension or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, waiver of the Administrative Agent, the Issuing Banks and the Banks Loan Documents in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, includingin each case including filing fees, without limitationrecording fees, title insurance fees, appraisal fees, search fees and other reasonable out-of-pocket expenses and the reasonable fees (including any sales, use, value-added, goods services or other taxes) and reasonable out-of-pocket expenses of any legal counsel (including the allocated cost of in-house counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, including any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank each Creditor in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof, and (c) out-of-pocket costs and expenses of the Agent incurred in connection with the administration of the Loan Documents. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 . After an Event of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication AgentDefault, any Issuing Bank or any Bank) amount payable to perform any the Creditors under this Section shall bear interest from the second Business Day following the date of its Obligationsdemand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees (a) to pay on demand the or reimburse Administrative Agent for all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiationdevelopment, preparation, negotiation, and execution of this Agreement and delivery the other Loan Documents and any amendment, waiver, consent, or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse Administrative Agent, each Issuing Bank, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (includingincluding all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, without limitationincluding any proceeding under any Debtor Relief Law), the reasonable legal including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance, and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the incurred by Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization . All amounts due under this Section 11.2 shall be payable within ten (including a bankruptcy reorganization10) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Business Days after demand therefor. Any amount payable to Administrative Agent, any Issuing Bank or any Bank, and includingany Lender under this Section 11.2 shall, without limitationfrom the date of demand for payment, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 amount payable to Administrative Agent under the Loan Document Documents which is not paid when due or within any other instrument or writing to be delivered hereunder or thereunderapplicable grace period shall, or thereafter, bear interest at the rate in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense effect under each Note with respect to or resulting from any delay Reference Rate Borrowings. The agreements 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 this Section 11.2 shall survive the termination of the failure Total Aggregate Commitment and repayment of any party (all other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the ------------------------- reasonable costs and expenses (a) of each Arranger, the Administrative Agent (including the fees and expenses of counsel to the Syndication Agent Administrative Agent) in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Swing Line Lender and the Banks Lenders in connection with any workoutamendment, waiver, refinancing, restructuring, reorganization (including a --------- bankruptcy reorganization) and in any event ), enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, 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, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any costs, expenses or fees --------- incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution issuance, delivery, filing, recording, and delivery administration of this Agreement, the Loan Documents (Loans and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable legal fees and out-of-out‑of‑pocket expenses of counsel for the Administrative Agent incurred in connection with the preparation and negotiation of this Agreement, the Loans, and any document delivered in connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of Shearman & Sterling LLP)counsel) in connection with (a) with the use of Intralinks Inc., andSyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) if a Borrower requests the amendmenttransfer, waiverdrawing upon, supplement change in terms, maintenance, renewal or modification cancellation of this Agreement and the Loan DocumentsLoans, of (c) any and all amounts which the Administrative Agent and or any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel Lender has paid relative to the Administrative Agent and Agent's or such Issuing Bank), and (c) if Lender's curing of any Event of Default has occurred and is continuing, resulting from the acts or omissions of the Administrative AgentBorrower under this Agreement or any other Loan Document, (d) the enforcement of, or protection of rights under, this Agreement, any other Loan Document (whether through negotiations, legal proceedings or otherwise) or (e) any waivers or consents or amendments to or in respect of this Agreement or the Loans requested by the Borrower. In addition, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costs, expenses, stamp and other Taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document the Loans, or any of such other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretodocuments, and shall reimburse, hold harmless and indemnify the Arrangers, agrees to save the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks Lenders harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such Taxes and fees. Without prejudice to the survival of any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason other agreement of the failure Borrower hereunder, the agreements and obligations of any party (other than any Arrangerthe Borrower, the Administrative Agent, Agent and the Syndication Agent, any Issuing Bank or any Bank) to perform any Lenders contained in this Section shall survive the payment in full of its the Obligations.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay to the Agents and the Lenders on demand all costs, expenses and Reimbursable Taxes incurred or arising in connection with the reasonable costs and expenses preparation, documentation, negotiation, execution, delivery, funding, syndication (in accordance with clause (a) of each Arrangerthe next sentence), administration or enforcement of the Administrative Agent Credit Documents or the transactions contemplated thereby or effected pursuant thereto. Such costs, expenses and the Syndication Agent Reimbursable Taxes will include (a) all reasonable fees, costs and expenses arising or incurred in connection with the negotiation, preparation, execution and delivery syndication of the Loan Documents (includingLoans prior to the Closing Date, without limitationbut not thereafter, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPincluding pursuant to Section 8.7(c), and, (b) if a Borrower requests all reasonable fees of, and expenses incurred by, the amendmentEngineer, waiverthe Energy Consultant, supplement or modification Lenders' Counsel, the Loan Process Agent, the Title Insurer, the Insurance Consultant and all other advisers and consultants engaged pursuant to the Credit Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred all Taxes and is continuingall filing and recordation fees and expenses payable in order to create, attach, perfect, continue and enforce the Liens of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Security Documents, and any matter related the cost of the Title Policies and all endorsements thereto, including(d) all fees, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, Taxes and insurance premiums incurred in connection the protection, maintenance, preservation, collection, liquidation or sale of, or foreclosure or realization upon, any Collateral, (e) all reasonable attorneys' fees and charges payable expenses and other costs incurred in connection with (i) complying with any subpoena or determined similar legal process relating in any way to be payable any Project, any Document, Borrower, Guarantor, NEO, Generation II Locomotives, any Affiliate or any Project Party, (ii) determining the rights and responsibilities of the Agents or the Lenders under the Credit Documents, (iii) any enforcement, amendment or restructuring of, or waiver or consent under, under any Credit Document, (iv) foreclosure or realization upon any Collateral or (v) any bankruptcy, insolvency, receivership, reorganization, liquidation or similar proceeding or any appellate proceeding involving any Project, Borrower, Guarantor, NEO, Generation II Locomotives, any Affiliate or any Project Party, and (f) all costs and expense incurred by either Agent or any Lender in connection with the filing or recording payment of any Construction/Acquisition Loan on any day other than the last day of its Interest Period and with the borrowing of a Term Loan on any Funding Date other than the Funding Date projected in the Closing Pro Forma as of the Closing Date. Borrower agrees to make the payments required under 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, Section 8.11 regardless of whether the transactions contemplated by the Credit Documents are consummated and shall reimburse, hold harmless and indemnify hereby indemnifies the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agents and the Banks from and against any and Lenders for all loss, liability or legal or other expense with respect to or liabilities resulting from any failure or delay in paying or failure making any payment required under this Section 8.11. Borrower's obligations under this Section 8.11 constitute Obligations secured by the Security Document Liens. The Agents will provide to pay Borrower, at the expense of Borrower, copies of all invoices, receipts and other documentation relating to any such tax, cost, expense, fee or charge or that any of them may suffer or incur amount payable pursuant to this Section 8.11 and reasonably requested by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsBorrower.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand the or reimburse: (i) all reasonable and documented or invoiced costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP)JPMorgan Chase Bank, andN.A., (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the in its capacity as Paying Agent and Administrative Agent and any Issuing Bank in connection with any such amendment(A) the preparation, waiverexecution, supplement or modification (delivery, and administration of this Agreement and the other Loan Papers, including, without limitation, the reasonable fees and reasonable and invoiced out-of-pocket expenses of counsel for JPMorgan Chase Bank, N.A., in its capacity as Paying Agent and Administrative Agent with respect thereto and with respect to advising JPMorgan Chase Bank, N.A., in its capacity as Paying Agent and Administrative Agent as to its Rights and responsibilities under this Agreement and the other Loan Papers, and (B) any amendment, modification, supplement, or waiver of any of the terms of this Agreement (limited in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Paying Agent and the Banks, one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction), and (ii) all reasonable and documented or invoiced costs and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks Agents (including reasonable counsel’s fees, and including reasonable allocated in-house counsel fees for any Bank or any Agent) in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted the enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses this Agreement and the reasonable other Loan Papers (limited in the case of legal fees and out-of-pocket expenses expenses, to one firm of any legal outside counsel, independent public accountants one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction to the Paying Agent and other outside experts retained by the Administrative AgentBanks, any Issuing Bank taken as a whole (and, in each case, in the case of an actual or any Bankperceived conflict of interest, and includingan additional counsel to all such similarly situated affected parties)). In addition, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges Taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any Agreement and the other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoPapers, and shall reimburse, hold agrees to save the Agents and each Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omitting to pay such Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of this Agreement or any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason other Loan Paper. The obligations of the failure Company under this Section 9.4 shall survive the termination of any party (other than any Arranger, this Agreement and/or repayment of the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsLoans.

Costs, Expenses and Taxes. The Company shall Guarantors jointly and severally agree to pay on demand the reasonable all costs and expenses (aincluding, without limitation, reasonable legal fees) of each Arranger, incurred by the Administrative Agent and the Syndication Agent Lender in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees this Agreement and out-of-pocket expenses all other instruments and documents to be delivered in connection herewith and any amendments or modifications of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing, as well as the costs and any Issuing Bank expenses incurred by the Lender in connection with the administration, default, collection, waiver or amendment of any terms of this Agreement and/or such amendmentother instruments and documents, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutthe Lender’s exercise, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement preservation or attempted enforcement of the Loan Documentsany of its rights, and any matter related theretoremedies or options hereunder or thereunder, including, without limitation, outfees of outside legal counsel or the allocated costs of in-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any house legal counsel, independent public accountants and accounting, consulting, brokerage or other outside experts retained by the Administrative Agent, any Issuing Bank similar professional fees or any Bankexpenses, and including, without limitation, any costs, fees or expenses associated with travel or fees incurred other costs relating to any appraisals or suffered by the Administrative Agent, any Issuing Bank or any Bank examinations conducted in connection with or during the course of any bankruptcy or insolvency proceedings of the Company this Agreement or any Subsidiary thereofcollateral therefor, all whether or not legal action is instituted. The Company In addition, the Guarantors shall be jointly and severally obligated to pay any and all costs, expenses, fees stamp and charges other taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any Agreement and all other Loan Document or any other instrument or writing instruments and documents to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoGuaranteed Obligation. Any fees, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal expenses or other expense with respect charges that the Lender is entitled to or resulting receive from any delay in paying or failure Guarantor hereunder shall bear interest from the date of any demand for payment until paid at a rate per annum equal to pay any such tax, cost, expense, fee or charge the rate that would be then applicable to the Loan or that any of them may suffer or incur by reason of would have been then applicable to the failure of any party (other than any ArrangerLoan, if the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsLoan is not then outstanding.

Costs, Expenses and Taxes. The Company shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Banks in connection with the negotiation, preparation, execution execution, delivery, administration, amendment, waiver and delivery enforcement of the Loan Documents and any matter related thereto and any litigation or dispute with respect thereto (includingincluding any bankruptcy or similar proceedings), including without limitation, the reasonable legal limitation -72- attorney's fees and out-of-pocket disbursements; PROVIDED, HOWEVER (i) the Company shall not be liable for any expenses of Shearman & Sterling LLPany Bank other than FHB (for itself and as Agent), andBofA, (b) if a Borrower requests FNB, and California Bank & Trust in connection with the amendment, waiver, supplement or modification negotiation and preparation of the Loan DocumentsDocuments and (ii) the Company shall not be liable for any expenses of any Bank other than FHB (for itself and as Agent) and BofA in connection with the negotiation, preparation, execution, delivery, administration, amendment or waiver of the Administrative Agent Loan Documents subsequent to the Closing Date, PROVIDED FURTHER, however that the immediately preceding proviso shall not be deemed to limit the right of each Bank to payment from the Company of all reasonable costs and any Issuing expenses incurred by each Bank as aforesaid in connection with any such amendmentand all enforcement actions or litigation, waiver, supplement actions or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel matters relating to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Agreement and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the other Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any not be responsible for costs and all costs, expenses, fees expenses with respect to assignments or participations other than for the processing fee owing pursuant to SECTION 11.6(a) relating to the Loans and charges Loan Documents). Any amount 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks under this SECTION 11.2 shall, from the date of demand for payment, and against any and all lossother amount payable to the Agent under the Loan Documents which is not paid when due or within any applicable grace period shall, liability or legal or other expense thereafter, bear interest at the rate in effect under each Note 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its ObligationsReference Rate Borrowings.

Costs, Expenses and Taxes. The Company Borrower shall pay to Bank on demand the any and all reasonable costs counsel fees and other expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred by Bank in connection with the negotiation, preparation, execution and delivery interpretation, enforcement, or amendment of the Loan Documents (includingthis Agreement, without limitation, the reasonable legal fees and out-of-pocket expenses or of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documentsdocuments relating thereto, and any and all expenses, including, but not limited to, all attorneys’ fees and expenses, and all other expenses of like or unlike nature which may be expended by Bank or in the prosecution or defense of any action or concerning any matter related growing out of or connected with the subject matter of this Agreement, the Obligations or the Collateral or any of Bank’s rights or interests therein or thereto, including, without limitation, out-of-pocket expenses and limiting the reasonable fees and out-of-pocket expenses generality of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agentforegoing, any Issuing Bank reasonable counsel fees or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings and all costs and expenses incurred or paid by Bank in connection with the administration, supervision, protection or realization on any security held by Bank for the debt secured hereby, whether such security was granted by Borrower or by any other person primarily or secondarily liable (with or without recourse) with respect to such debt, and all costs and expenses incurred by Bank in connection with the defense, settlement or satisfaction of any action, claim or demand asserted against Bank in connection with the Company or any Subsidiary thereofdebt secured hereby, all of which amounts shall be considered advances to protect Bank’s security, and shall be secured hereby. The Company In addition, the Borrower shall pay any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be by payable in connection with the execution, delivery, filing or and recording of this Agreement, any of the Loan Documents and the other Loan Document or any other instrument or writing documents to be delivered hereunder or thereunder, or in connection with under any transaction pursuant hereto or theretosuch Loan Documents, and shall reimburse, hold agrees to save the Bank harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationstaxes and fees.

Costs, Expenses and Taxes. The Company shall Borrowers agree upon and following the Closing Date (a) to pay on demand or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one attorney for all Lenders and the Administrative Agent (awhich shall be Shearman & Sterling LLP) of and such other local counsel in each Arranger, foreign jurisdiction as agreed between the Administrative Agent and the Syndication Borrowers, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution and delivery enforcement of any rights or remedies under this Agreement or the other Loan Documents (includingincluding all such costs and expenses incurred during any legal proceeding, without limitationincluding any proceeding under any Debtor Relief Law), the including all Attorney Costs of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all reasonable legal search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses of Shearman & Sterling LLP), and, incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and but in any event enforcement or attempted enforcement within 30 days) following receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all of the Obligations. If any Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, Party fails to pay when due any costs, expenses or fees incurred other amounts payable by it hereunder or suffered under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent, any Issuing Bank Agent or any Bank Lender, in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationssole discretion.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the Maturity Date, the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Lender in connection with the negotiation, preparation, execution and delivery execution, delivery, administration (exclusive of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPgeneral overhead expenses), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, waiver and enforcement of the Administrative Agent this Agreement and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the other Loan Documents, Document and any matter related thereto, includingand any litigation or dispute with respect thereto (including any bankruptcy or similar proceedings), including without limitation, out-of-pocket expenses and limitation the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained experts. Notwithstanding Borrower's obligation to pay the foregoing costs and expenses on the Maturity Date, such costs and expenses shall accrue interest at the rate set forth in the Term Note from the date that such costs and expenses were incurred by Lender (and such interest shall also be due and payable on the Administrative AgentMaturity Date). With respect to any litigation, any Issuing Bank arbitration or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by reference between the Administrative Agent, any Issuing Bank or any Bank parties hereto in connection with or during any Loan Document, the course losing party shall pay to the prevailing party the reasonable fees and out-of-pocket expenses of any bankruptcy or insolvency proceedings of legal counsel to the Company or any Subsidiary thereofprevailing party in connection therewith. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes) and all costs, expenses, 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 or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall (except as provided in Section 9.8) reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Borrower to perform any of its Obligationshis obligations under this Agreement or any other Loan Document. Any amount payable to Lender under this Section 9.4 shall, from the date of demand for payment, and any other amount payable to Lender under the Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate set forth in the Term Note and be payable on demand.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses of (a) of each Arranger, the Administrative Agent and the Syndication Agent BAS in connection with the negotiation, preparation, syndication, closing, execution and delivery of the Loan Documents (includingDocuments, including without limitation, the reasonable legal attorneys’ fees and out-of-pocket expenses disbursements of Shearman Sheppard, Mullin, Rxxxxxx & Sterling LLP)Hxxxxxx LLP and Dxxxxx & Whitney, andLLP and the allocated cost of any internal counsel to the Administrative Agent, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank its counsel, in connection with any such each amendment, waiver, supplement modification or modification waiver of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses whether or not any Default or Event of counsel to the Administrative Agent and such Issuing BankDefault exists), and (c) if any Event of Default has occurred and is continuing, each of the Administrative Agent, the Issuing Banks and the Banks Creditors in connection with any workouteach refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, in each case including, without limitationfiling 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBorrower. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest at the Default Rate.

Costs, Expenses and Taxes. The Company shall agrees to pay on demand the reasonable all costs and expenses of the Syndication Agent and the Administrative Agent in connection with the arrangement of the credit facilities provided for herein and the [NYCorp;1203895.1] negotiation, preparation, printing, reproduction, execution and delivery of this Agreement, the Notes, any amendments or modifications of (aor supplements to) any of each Arrangerthe foregoing and any and all other documents furnished in connection with the execution and delivery of this Agreement, including the reasonable fees and out-of- pocket expenses of outside counsel to the Administrative Agent and the Syndication Agent in connection with the negotiationrelative thereto (limited, preparationhowever, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal to such fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of only one outside counsel who shall represent the Administrative Agent and any Issuing Bank in connection with any such amendmentSyndication Agent), waiver, supplement or modification and all costs and expenses (including, without limitation, whether of the reasonable legal fees Syndication Agent and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if or any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, otherwise and including, without limitation, any costsattorneys' fees and expenses), expenses or fees incurred or suffered by the Administrative Agentif any, any Issuing Bank or any Bank in connection with or during the course enforcement of any bankruptcy or insolvency proceedings of this Agreement, the Company Notes or any Subsidiary thereofother agreement furnished pursuant hereto or in connection herewith. The In addition, the Company shall pay any all stamp, transfer and all costs, expenses, fees and charges other transaction taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any other Loan Document and the Company shall pay all such transaction taxes payable or any other instrument or writing determined to be delivered hereunder or thereunder, or payable in connection with the issuance of the Notes or the making of any transaction pursuant hereto or theretoLoan by any Bank, and shall reimburse, the Company agrees to save and hold harmless and indemnify the Arrangers, the Administrative each Agent, the Syndication Agent, the Issuing Banks each Managing Agent and the Banks each Bank harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay such transaction taxes. If any such taxaction, cost, expense, fee suit or charge or that proceeding arising from any of them may suffer the foregoing is brought against any Agent or incur any Managing Agent, any Bank, or any other Person indemnified or intended to be indemnified pursuant to this Section 10.04, the Company, to the extent and in the manner directed by reason the Person or Persons indemnified or intended to be indemnified, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Company (which counsel shall be satisfactory to the Person or Persons indemnified or intended to be indemnified). If the Company shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of the failure of any party (other than any Arranger, the Administrative AgentCompany contained herein shall be breached, the Syndication Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by the Syndication Agent shall be repayable to it by the Company immediately upon the Syndication Agent's demand therefor, any Issuing Bank or any Bankwith interest at a rate per annum (computed on the basis of a year consisting of 365 or, when appropriate, 366 days) equal to perform any the sum of its Obligations(i) the Alternate Base Rate in effect from time to time during the period from and including the date so expended by such Agent to the date of repayment, PLUS (ii) two percent (2%) per annum. The obligations of the Company under this Section 10.04 shall survive the termination of this Agreement and the discharge of the Company's other obligations hereunder.

Costs, Expenses and Taxes. The Company shall Borrower agrees (a) to pay on demand the or reimburse Administrative Agent for all reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent incurred in connection with the negotiationdevelopment, preparation, negotiation, and execution of this Agreement and delivery the other Loan Documents and any amendment, waiver, consent, or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse Administrative Agent, each Issuing Bank, and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (includingincluding all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, without limitationincluding any proceeding under any Debtor Relief Law), the reasonable legal including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance, and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the incurred by Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization . All amounts due under this Section 11.2 shall be payable within ten (including a bankruptcy reorganization10) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Business Days after demand therefor. Any amount payable to Administrative Agent, any Issuing Bank or any Bank, and includingLenders under this Section 11.2 shall, without limitationfrom the date of demand for payment, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any 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 amount payable to Administrative Agent under the Loan Document Documents which is not paid when due or within any other instrument or writing to be delivered hereunder or thereunderapplicable grace period shall, or thereafter, bear interest at the rate in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense effect under each Note with respect to or resulting from any delay Reference Rate Borrowings. The agreements 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 this Section 11.2 shall survive the termination of the failure Total Aggregate Commitment and repayment of any party (all other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand demand, accompanied by an invoice therefor, (a) the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), andany amendment thereto or waiver thereof, (b) if a Borrower requests subject to the amendmentlimitation set forth in Section 2.9 regarding certain audit and appraisal fees, waiver, supplement or modification the Loan Documents, reasonable costs and expenses of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees on-going administration and out-of-pocket expenses monitoring of counsel to the Administrative Agent Loan Documents and such Issuing Bank)the Collateral, and (c) if any Event of Default has occurred the reasonable costs and is continuing, expenses of the Administrative Agent, the Issuing Banks Agent and the Banks Lenders in connection with any workoutthe refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, collateral audit fees, search fees, and other out-of-pocket expenses and the reasonable reason able fees and out-of-pocket expenses of any legal counselcounsel (including reasonably allocated costs of legal counsel employed by the Agent or, if applicable, any Lender), independent public accountants and other outside experts retained by the Administrative AgentAgent or, if applicable, any Issuing Bank Lender, whether or any Bank, not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any Loan Party. Such costs and expenses also shall include, in the Company case of any amendment or waiver of any Subsidiary thereofLoan Document requested by Borrower, the administrative costs of the Agent reasonably attributable thereto. The Company Borrower shall pay any and all documentary and other taxes, excluding Excluded Taxes, 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Agent or any Lender under this Section 11.3 shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses (a) of each Arrangerthe Administrative Agent, the Administrative Agent Syndication Agents and the Syndication Agent Lead Arrangers in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendmentamendment thereto or waiver thereof. Borrower shall also pay on demand, waiver, supplement or modification (including, without limitationaccompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks each Creditor in connection with any workoutthe refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel (including allocated costs of legal counsel employed by any Creditor), independent public accountants and other outside experts retained by any of the Administrative AgentCreditors, any Issuing Bank whether or any Bank, not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company 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 Administrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, 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 its net income, gross income or gross receipts or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on gross income (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 (iii) any withholding taxes or other taxes based on gross income for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.22, to the extent such forms are then required by applicable Laws, 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Creditors under this Section 11.3 shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the all reasonable out of pocket costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement, the Notes and any other Loan Documents (Documents, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Administrative Agent Banks as to their respective rights and such Issuing Bankresponsibilities under this Agreement, and all costs and expenses, if any (including reasonable counsel fees and expenses), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording enforcement of this Agreement, the Notes and any other Loan Document or any other instrument or writing to be delivered hereunder or thereunderDocuments. The Borrower shall at all times protect, or in connection with any transaction pursuant hereto or theretoindemnify, defend and shall reimburse, hold save harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks from and against any and all lossclaims, liability actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or legal disbursements which the Agent or other expense with respect to or resulting from the Banks may, at any delay in paying or failure to pay any such taxtime, cost, expense, fee or charge or that any of them may suffer sustain or incur by reason of or in consequence of or arising out of the failure execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Borrower acknowledges that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Agent and the Banks against any and all risks involved in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any party (other than present or future de jure or de facto government or governmental authority, provided that the Borrower shall not be liable for any Arrangerportion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent, the Syndication Agent, any Issuing Bank Agent or any Bank) to perform any 's gross negligence or willful misconduct. The provisions of its Obligationsthis Section 8.04 shall survive the payment of the Notes and the termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand within twenty (20) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (includingand any amendment thereto or waiver thereof. Borrower shall also pay on demand, without limitationaccompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank the Lenders in connection with any such amendmentthe refinancing, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuringrestructur ing, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel (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, any Issuing Bank Agent or any BankLender, whether or not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course of any bankruptcy or insolvency proceedings of the Company any of Borrower or any Subsidiary thereof. The Company Borrower shall pay any and all costs, expenses, fees documentary and charges payable or determined to other taxes 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 Arrangers, terms set forth in 11.11 the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the ------------------------- reasonable costs and expenses of (a) of each Arranger, the Administrative Agent and the Syndication Agent Lead Arranger in connection with the negotiation, preparation, syndication, closing, execution and delivery of the Loan Documents (includingDocuments, including without limitation, the reasonable legal attorneys' fees and out-of-pocket expenses disbursements of Shearman Sheppard, Mullin, Xxxxxxx & Sterling LLP)Xxxxxxx LLP and Xxxxxx & Whitney, andLLP and the allocated cost of any internal counsel to the Administrative Agent, (b) if the Construction Consultant in connection with the monitoring services provided by the Construction Consultant (all as more fully set out in a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of letter agreement between the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing BankBorrower), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workouteach amendment executed when no Default or Event of Default exists, and (d) each of the Creditors in connection with each refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement --------- of the Loan Documents, and any matter related thereto, in each case including, without limitation--------- 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBorrower. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Agents in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a the Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing BankAgent), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks Agent and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company Borrower shall pay any 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agents and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank Agents or any Bank) to perform any of its Obligations. This Section 11.3 shall not apply to the extent that any loss, liability or expense relates to any Taxes (including withholding Taxes and Other Taxes) for which there may be an indemnification, reimbursement or other payment obligation imposed on the Borrower pursuant to any other provision of this Agreement (including, without limitation, Section 3.9).

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses of (a) of each Arranger, the Administrative Agent and the Syndication Agent BAS in connection with the negotiation, preparation, syndication, closing, execution and delivery of the Loan Documents (includingDocuments, including without limitation, the reasonable legal attorneys’ fees and out-of-pocket expenses disbursements of Shearman Sheppard, Mullin, Xxxxxxx & Sterling LLP)Xxxxxxx LLP and Xxxxxx & Whitney, andLLP and the allocated cost of any internal counsel to the Administrative Agent, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank its counsel, in connection with any such each amendment, waiver, supplement modification or modification waiver of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses whether or not any Default or Event of counsel to the Administrative Agent and such Issuing BankDefault exists), and (c) if any Event of Default has occurred and is continuing, each of the Administrative Agent, the Issuing Banks and the Banks Creditors in connection with any workouteach refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, in each case including, without limitationfiling 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBorrower. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable ------------------------- out-of-pocket costs and expenses of (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the including reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLPlegal counsel to the --------- Administrative Agent and, without duplication, the reasonable allocated costs of internal counsel to the Administrative Agent), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank each Creditor in connection with any such amendment, waivermodification, supplement supplement, extension or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, waiver of the Administrative Agent, the Issuing Banks and the Banks Loan Documents in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or --------- attempted enforcement of the Loan Documents, and any matter related thereto, includingin each case including filing fees, without limitationrecording 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 the reasonable allocated --------- cost of in-house counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, including any costs, expenses --------- or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank each Creditor in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof, and (c) the Administrative Agent incurred in connection with the administration of the Loan Documents. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks each Creditor 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 each Creditor may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to each Creditor under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Documentation Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents which are executed and delivered on the Closing Date. Borrower shall likewise so pay the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of any amendment or waiver with respect to the Loan Documents (includingDocuments. Borrower shall also pay on demand, without limitationaccompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutthe refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcoun- sel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Bank), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any Bank, whether or not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank in connection with or during the course of any bankruptcy bank- ruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof. The Company 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 Administrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding, in the case of each Bank, the Agents and each Eligible Assignee, and any Affiliate or Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts or capital and franchise taxes imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which 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 Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has 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, 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 pur- suant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section 11.3 shall bear interest from the second Banking Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower agrees to pay, or cause to be paid (A) subject to the terms of the Fee Letter on the Effective Date and on such later date or dates on which the Primary Liquidity Provider shall pay on demand the make demand, all reasonable out-of-pocket costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent Primary Liquidity Provider in connection with the preparation, negotiation, preparationexecution, execution delivery, filing and delivery recording of the Loan Documents (this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP)outside counsel for the Primary Liquidity Provider and (B) on demand, and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, all reasonable costs and expenses of the Administrative Agent Primary Liquidity Provider (including reasonable counsel fees and any Issuing Bank expenses) in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such amendmentother documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, waiverinjunction, supplement or modification (including, without limitationother process or decree restraining or seeking to restrain the Primary Liquidity Provider from paying any amount under this Agreement, the reasonable legal fees and out-of-pocket expenses Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of counsel to funds in the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative AgentClass G-1 Primary Cash Collateral Account. In addition, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereof. The Company Borrower shall pay any and all costsrecording, expenses, stamp and other similar taxes and fees and charges payable or determined to be payable in connection with the execution, delivery, filing or and recording of this Agreement, any other Loan Document or any Operative Agreement and such other instrument or writing to be delivered hereunder or thereunder, or documents in connection with any transaction pursuant hereto or theretothis Agreement, and shall reimburse, agrees to hold the Primary Liquidity Provider harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay any such tax, cost, expense, fee taxes or charge or that any of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationsfees.

Costs, Expenses and Taxes. The Company Borrowers shall pay on demand the reasonable costs and expenses (a) expenses, including attorneys' fees, of each Arranger, the Administrative Agent and the Syndication Agent Banks in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, and of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutthe amendment, waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, filing fees, recording fees, title insurance fees, appraisal fees, search fees, audit costs incurred by Agent or the Banks during the continuance of or in connection with the occurrence of an Event of Default and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankBanks, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Banks in connection with or during the course of any bankruptcy or insolvency proceedings of the Company any Borrower or any Subsidiary thereof. The Company Borrowers shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to Agent or any Bank under this Section 11.4 shall bear interest from the fifth Banking Day following the date of demand for payment at the rate provided for in Section 3.6.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on demand the (without duplication) all reasonable costs and expenses (a) of each Arranger, incurred by the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, reproduction, execution and delivery of this Agreement and the Loan Documents (includingother Basic Agreements, without limitationany amendments, the reasonable legal fees and out-of-pocket expenses waivers or modifications of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, any of the Administrative Agent foregoing and any Issuing Bank and all other documents furnished pursuant hereto or thereto or in connection with any such amendmentherewith or therewith, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of Winston & Xxxxxx, special counsel to the Agent, any legal local counsel retained by the Agent, reasonable attorney's fees and expenses or (but not as well as) the reasonable allocated costs of staff counsel of the Agent as well as the reasonable fees and out-of-pocket expenses of additional special counsel, independent public accountants accountants, investment advisors and other outside experts retained by or on behalf of the Administrative Agent, any Issuing Bank Agent in connection with the administration of this Agreement or with matters generally relating to this Agreement or any Bankof the transactions contemplated by this Agreement, and all costs and expenses (including, without limitation, any costs, reasonable attorneys' fees and expenses or fees (but not as well as) the reasonable allocated costs of staff counsel, if any) incurred or suffered by the Administrative Agent, any Issuing Bank Agent or any Bank Lender in connection with or during the course enforcement of this Agreement, any bankruptcy or insolvency proceedings of the Company other Basic Agreement or any Subsidiary thereofother agreement furnished pursuant hereto or thereto or in connection herewith or therewith. The Company In addition, the Borrower shall pay any and all costsstamp, expenses, fees original issue and charges other similar taxes payable or determined to be payable in connection with the filing or recording execution and delivery of this Agreement, any other Loan Document Basic Agreement or the making of any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or theretoLoan, and shall reimburse, the Borrower agrees to save and hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Co-Agents and the Banks each Lender harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying paying, or failure omission to pay pay, such taxes. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the Mortgages, which appraisals shall be in conformity with the applicable requirements of any such taxlaw or governmental rule, costregulation, expensepolicy, fee guideline or charge directive (whether or that not having the force of law), or any interpretation thereof, including, without limitation, the provisions of them may suffer or incur by reason Title XI of the failure Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to time, and any party rules promulgated to implement such provisions. Any portion of the foregoing fees, costs and expenses which remains unpaid more than thirty (other than any Arranger, 30) days following the Administrative Agent, the Syndication Agent, any Issuing Bank 's or any Bank) Lender's statement and request for payment thereof shall bear interest from the date of such statement and request to perform any the date of its Obligationspayment at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, amendment, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, filing fees, recording fees, search fees, title insurance fees, appraisal fees, environmental assessment fees, search fees and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of its consultants and of any legal counselcounsel (including internal counsel at reasonable hourly rates but only with respect to enforcement or attempted enforcement of the Loan Documents), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower, the General Partners or any Subsidiary thereofDERA. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to secured lenders) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 the Lenders may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. In the event of litigation relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and disbursements and court costs. Any amount payable under this Section 9.3 shall bear interest from the eleventh day following the date of demand for payment at the Default Rate unless the Borrower in good faith is disputing its obligation to pay such amount and such good faith dispute remains unresolved or at the time such demand for payment is made the Agent fails to notify the Borrower that a failure to honor the demand within ten (10) days will result in the imposition of the charge referred to in this Section 9.3 and referencing this Section 9.3. Nothing contained in this Section 9.3 shall be deemed to obligate the Borrower to pay any costs or expenses incurred by the Lenders which relate to the transfer and/or sale of interests in the Loan other than syndication market tour expenses which shall be paid by Borrower but which shall not include legal, travel, lodging or any other syndication costs.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (includingDocuments, without limitationand of Administrative Agent in connection with the administration, the reasonable legal fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workoutrefinancing, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower; provided that Administrative Agent shall, in connection with any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the Company or any Subsidiary thereofLoan Documents use commercially reasonable efforts to avoid duplicative efforts by legal counsel on behalf of Administrative Agent. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 Term Loan Agreement shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks Agent 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank Borrower or any Bank) Parent to perform any of its Obligations. Any amount payable to Administrative Agent under this Section 10.3 shall bear interest at the Default Rate from the fifth (5th) Business Day following a demand for payment specifying the costs demanded in reasonable detail. Notwithstanding anything in this Section 10.3 to the contrary, Borrower and Parent shall not be liable or responsible for costs or fees incurred by Administrative Agent or any Lender in connection with the syndication of the Loan, the negotiation or enforcement of Article 9 or any other agreement by or between the Lenders or the Administrative Agent, or any dispute by or between Administrative Agent or any Lenders with respect to their respective rights or obligations as between each other.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses (including any sales, use, value-added, goods, services or other taxes) of (a) of each Arranger, the Administrative Agent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal INCLUDING fees and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event the allocated costs of Default has occurred and is continuing, of internal counsel to the Administrative Agent), the Issuing Banks and the Banks (b) of each Creditor in connection with any workoutamendment, modification, supplement, extension or waiver of the Loan Documents in connection with any refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, includingin each case INCLUDING filing fees, without limitationrecording fees, title insurance fees, appraisal fees, search fees and other out-of-pocket expenses and the reasonable fees (including any sales, use, value-added, goods services or other taxes) and out-of-pocket expenses of any legal counsel (INCLUDING the allocated cost of in-house counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, INCLUDING any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank each Creditor in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Borrower or any Subsidiary thereof, and (c) out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the administration of the Loan Documents. The Company Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks each Creditor' 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 the Creditors may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Creditors under this Section shall bear interest from the fifth Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. The Company Borrower shall pay on demand the reasonable costs and expenses of (a) of each Arranger, the Administrative Agent and the Syndication Agent Lead Arranger in connection with the negotiation, preparation, closing, execution and delivery of the Loan Documents (includingDocuments, and in the syndication thereof, including without limitation, the reasonable legal attorneys' fees and out-of-pocket expenses disbursements of Shearman Sheppard, Mullin, Xxxxxxx & Sterling LLP)Xxxxxxx LLP and Xxxxxx & Whitney, andLLP and the allocated cost of any internal counsel to the Administrative Agent, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank Agent, in connection with any such amendment, waiver, supplement each amendment executed when no Default or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses Event of counsel to the Administrative Agent and such Issuing Bank)Default exists, and (c) if any Event of Default has occurred and is continuing, each of the Administrative Agent, the Issuing Banks and the Banks Creditors in connection with any workouteach refinancing, restructuring, reorganization (including INCLUDING a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, includingin each case INCLUDING, without limitationfiling 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 the allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent, any Issuing Bank Agent or any BankLender, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company or any Subsidiary thereofBorrower. The Company Borrower shall also pay within a reasonable time following request the expenses of 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 the Borrower). The Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Agent and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Revolving Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall bear interest at the Default Rate.

Costs, Expenses and Taxes. The Company shall Borrower agrees to pay on ----------- ------------------------- demand the reasonable costs and expenses fees (a) of each Arranger, the Administrative Agent and the Syndication Agent not to exceed $50,000 in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the reasonable legal fees Financing Documents) and out-of-of- pocket expenses of Shearman Messrs. Xxxxxxxx, Xxxxx & Sterling LLP)Xxxxxx, and, (b) if a Borrower requests counsel for the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside experts local counsel retained by the Administrative Agent, any Issuing Bank or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Agent in connection with the preparation, execution and delivery, administration (excluding expenses of any Lender's sale of a participation in or sale or assignment of all or a portion of such Lender's Commitment or Loans other than any such sale pursuant to Sections 2.2.3 or 2.9.7) of the Financing -------------- ----- Documents and the reasonable fees and out-of-pocket expenses of counsel and other than Fleet's initial sale or assignment of a portion of Fleet's Commitment and Loans, as to which the Borrower shall pay up to $25,000 of legal and other costs and expenses of Fleet and the Substituted Lender of the Financing Documents and the Loans. The Borrower agrees to pay on demand all reasonable costs and expenses (including without limitation reasonable attorneys' fees) incurred by the Agent and/or any Lender, upon or after the occurrence and during the course continuance of any bankruptcy Default or insolvency proceedings Event of Default, if any, in connection with the enforcement of any of the Company Financing Documents and any amendments, waivers, or any Subsidiary thereofconsents with respect thereto. The Company In addition, the Borrower shall pay on demand any and all costs, expenses, stamp and other taxes and fees and charges payable or determined to be payable in connection with the filing or recording execution and delivery 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 theretothe Financing Documents, and shall reimburse, hold harmless and indemnify agrees to save the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks Lenders and the Banks Agent harmless from and against any and all loss, liability or legal or other expense liabilities with respect to or resulting from any delay in paying or failure omission to pay any such taxtaxes or fees, cost, expense, fee except those resulting from the Lenders' or charge Agent's gross negligence or that any of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) to perform any of its Obligationswillful misconduct.

Costs, Expenses and Taxes. The Parent and Company shall pay on demand the reasonable costs and expenses (a) of each Arranger, the Administrative Agent and the Syndication Agent 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 to replace the Existing Credit Facilities. The Borrowers shall pay within two Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents (includingand any amendment thereto or waiver thereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following any Event of Default, without limitationeach Borrower shall pay on demand, accompanied by an invoice therefor, the reasonable legal fees costs and out-of-pocket expenses of Shearman & Sterling LLP), and, (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent and any Issuing Bank each of the other Creditors in connection with any such amendment, waiver, supplement or modification (including, without limitation, the reasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent and such Issuing Bank), and (c) if any Event of Default has occurred and is continuing, of the Administrative Agent, the Issuing Banks and the Banks in connection with any workout, restructuring, reorganization (including a bankruptcy reorganization) and in any event enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, includingrecording fees, without limitationtitle insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counselcounsel (including allocated costs of legal counsel employed by any Creditor), independent public accountants and other outside experts retained by any of the Administrative AgentCreditors, any Issuing Bank whether or any Bank, not such costs and including, without limitation, any costs, expenses or fees are incurred or suffered by the Administrative Agent, any Issuing Bank or any Bank Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Company Parent or any Restricted Subsidiary thereof. The Company 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 Administrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, 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 its net income or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on net income (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 any Governmental Agency) or (iii) any withholding taxes or other taxes based on net income for any period with respect to which it has failed to provide the Parent with the appropriate form or forms required by Section 11.22, to the extent such forms are then required by applicable Laws, 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 the Arrangers, the Administrative Agent, the Syndication Agent, the Issuing Banks and the Banks 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 (other than any Arranger, the Administrative Agent, the Syndication Agent, any Issuing Bank or any Bank) Party to perform any of its Obligations. Any amount payable to the Creditors under this Section 11.3 shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.