Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Sections 1.21 and 3.1, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, delivery and administration (including periodic auditing)internal audits by the Administrator of Pool Receivables, syndication provided that at any time when no Termination Event exists and is continuing, the Seller shall not be required to pay the costs and expenses of more than one such audit (pursuant to or, at any agreement or other arrangement with any additional lender)time following the occurrence of a Minimum Cash Liquidity Event, renewal, amendment or modification of, any waiver or consent issued in connection with, two such audits) per year) of this Agreement, the other Transaction Documents and the other documents and agreements (including the Confirmation Order and any other court filings in connection therewith) to be delivered hereunder or (and all reasonable costs and expenses in connection herewithwith any amendment, waiver or modification of any thereof), including, without limitation: (i) Attorney Costs for the Administrator, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentPurchaser Agents, the Lenders Purchasers and the Collateral Agent their respective Affiliates and agents with respect thereto and with respect to advising the Administrative AgentAdministrator, the Lenders Purchaser Agents, the Purchasers and the Collateral Agent their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents Transaction Documents, (ii) fees, costs and expenses payable by the Conduit Purchasers or their Affiliates to be delivered hereunder or any nationally recognized statistical rating agency in connection herewith, with the transactions contemplated by the Transaction Documents and (iii) all reasonable and reasonably documented out-of-pocket costs and expensesexpenses (including Attorney Costs), if any (including reasonable and reasonably documented outside counsel fees and expenses)any, incurred by of the Administrative AgentAdministrator, the Lenders Purchaser Agents, the Purchasers and the Collateral Agent their respective Affiliates and agents in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Each Credit Party agrees to pay on demand all reasonable documented Related Expenses and reasonably documented out-of-pocket all other costs and expenses of the Administrative Agent, the Lenders including, but not limited to, (a) administration (including field examinations), travel and the Collateral out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent incurred in connection with the preparation, execution, delivery, negotiation and closing of the Loan Documents and Related Writings and the administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreementof the Loan Documents and Related Writings, the Transaction Documents collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket hereunder; (b) extraordinary expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or potential enforcement retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithrestructuring of the financing arrangements.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Article XI hereof, the Administrative AgentBorrower (or, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of if the Borrower and the Servicer fails to do so, Fair) agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders Lenders, the Backup Servicer, the Successor Servicer, the Collateral Custodian and the Collateral Agent Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent such Persons with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and out-of-pocket expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith; provided that, prior to an Event of Default or Unmatured Event of Default, any expenses in connection with periodic audits shall be limited to $25,000 per calendar year; provided further that the Borrower shall not have to pay any amounts to the Administrative Agent with respect to periodic audits if the Administrative Agent has previously conducted a periodic audit of an Affiliate of the Borrower and charged any related costs to such Affiliate or any other Affiliate of the Borrower.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Article XI hereof, the Administrative Agent, the Lenders Seller and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Originator agrees to pay on demand all reasonable and reasonably documented out-of-out of pocket costs and expenses of the Administrative Agent, the Lenders Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Collateral Agent Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant which shall be limited to any agreement or other arrangement with any additional lendertwo audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Collateral Agent Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Collateral Agent Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable and reasonably documented out-of-out of pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and Purchaser Agents, the Backup Servicer, the Collateral Agent Custodian or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents and Letters of Credit, the Loans, the other Extensions of Credit and any other documents to which may be delivered hereunder or in connection herewithwith this Agreement, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside 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 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 counsel) in connection with (i) with the use of Intralinks Inc., SyndTrak or 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, the Letters of Credit, the Loans and the other Extensions of Credit, (iii) any and all amounts which the Administrative Agent or any 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 or any Related Document, (iv) the enforcement of, or protection of rights under, this Agreement, any other Loan Document or any Related Document (whether through negotiations, legal proceedings or otherwise), (v) 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 (vi) 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. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Letters of Credit, the Loans, the other Extensions of Credit or any of such other documents, and agree to save the Issuing Lender, the Administrative Agent and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower, the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising Issuing Lender contained in this Section shall survive the Administrative Agent, payment in full of the Lenders Obligations and the Collateral Agent as to their respective rights and remedies under this Agreement and termination of the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithCommitments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Liquidity Agent, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Liquidity Agent, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Liquidity Agent, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Liquidity Agent, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Liquidity Agent, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable costs and reasonably documented expenses of the Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any other Related Writings, including, without limitation (i) administration and out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Notes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder hereunder, amendments, modifications, approvals, consents or waivers hereto or hereunder, the addition, substitution or removal of any Collateral, (ii) extraordinary expenses of the Agents or the Banks in connection herewith, including, without limitationwith the administration of this Agreement, the Notes and the other instruments and documents to be delivered hereunder, (iii) the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for Agent’s Special Counsel in connection with the Administrative Agentnegotiation, the Lenders preparation, execution and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under delivery of this Agreement and the other documents to be delivered hereunder or related matters (including, without limitation, those matters set forth in connection herewithclause (i) above), (iv) all costs and all expenses, including reasonable attorneys’ fees and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the restructuring or enforcement of or potential enforcement preservation of rights under this Agreement, the Notes or any other Related Writing or any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any Bank’s relationship with the Borrower or the Parent in respect of the Loans or other extensions of credit hereunder, this Agreement, the Notes and the other Related Writings, (v) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches and UCC filings and (vi) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or any Transaction Document by such Person the Notes, and the other instruments and documents to be delivered hereunder, and agrees to save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. The covenants of this Section 13.04 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder to make Loans or in connection herewithissue Letters of Credit.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on written demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders Agent (including Attorney Costs and the Collateral Agent incurred any taxes) in connection with the preparation, execution, deliverysyndication, delivery and administration (including periodic auditingthe costs of Intralinks (or other similar service), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, if applicable) of this Agreement, the Transaction other Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, includingsupplement or waiver to any Loan Document), without limitation, whether or not the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable Attorney Costs and reasonably documented outside counsel fees and expenses), any taxes) incurred by the Administrative Agent, the Lenders Agent and the Collateral Agent each Lender after an Event of Default in connection with the enforcement collection of the Obligations or potential the enforcement of this Agreement Agreement, the other Loan Documents or any Transaction Document by such Person other documents or during any workout, restructuring or negotiations in respect thereof; provided that Attorney Costs shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the other documents Lenders (taken as a whole) or all indemnified parties (taken as a whole), as the case may be, and, if reasonably necessary, a single local counsel for the Administrative Agent and the Lenders (taken as a whole) or all indemnified parties (taken as a whole), as the case may be, in each relevant jurisdiction and with respect to be delivered hereunder each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected indemnified parties similarly situated and taken as a whole). In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of the Company’s auditors in connection herewithwith any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2.

Costs, Expenses and Taxes. (a) In addition Without limiting any of the Seller’s other obligations hereunder or under any other Transaction Document (including, without limitation, its obligations under Sections 1.5, 1.7, 1.8, 1.9 and 3.1 of this Agreement and under Section 1(e) of Exhibit IV of this Agreement), the Seller shall pay to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereofAdministrator, each of the Borrower Purchaser Agent and the Servicer agrees to pay each Purchaser on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent(including, the Lenders without limitation, rating agency fees and the Collateral Agent incurred Attorney Costs) in connection with (i) the preparation, execution, delivery, delivery and administration (including periodic auditing), syndication (pursuant to any agreement of this Agreement or the other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(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 of the obligations of the Seller, the reasonable Servicer or any Originator under the Transaction Documents or of any Obligor under a Receivable and reasonably documented fees (v) the maintenance by the Administrator of the Lock-Box Accounts (and outany related lock-of-pocket expenses of outside counsel box or post office box), including Attorney Costs for the Administrative AgentAdministrator, the Lenders Purchaser Agents and the Collateral Agent with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders and the Collateral Agent as to their respective any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith, instrument related thereto and all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable Attorney Costs) of the Administrator, any Purchaser Agent and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document by such Person other document, agreement or instrument related thereto. The Administrator and each member of a Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing, the Seller shall be liable only for the fees, costs and expenses of legal counsel for the Administrator (which legal counsel may represent any or all of the Administrator and the other documents Purchaser Groups and Liquidity Provider). The Seller shall, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser for the cost of such Person’s auditors (which may be delivered hereunder employees of such Person) auditing the books, records and procedures of the Seller or in connection herewiththe Servicer.

Costs, Expenses and Taxes. (a) In addition to the rights obligations of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders Originators and their respective Affiliates Servicers under Section 8.01 and Section 8.02 hereofArticle IX, each of the Borrower Originator, severally and the Servicer for itself alone, agrees to pay on demand demand: (a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and reasonably documented out-of-of- pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, negotiation, execution, deliverydelivery and administration of this Agreement (together with all amendments, administration (including periodic auditingrestatements, supplements, consents and waivers, if any, from time to time hereto), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, (i) the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel Attorney Costs for the Administrative Agent, Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Lenders and the Collateral Agent Buyer’s rights hereunder with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent any such Person as to their respective rights and remedies under this Agreement and the other documents Transaction Documents (in each case, limited to be delivered a single counsel for all Purchaser Parties and their respective Affiliates) and (ii) subject to Section 6.1(c), reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder or incurred in connection herewith, with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document; (b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and reasonably documented out-of-of- pocket costs and expenses, if any expenses (including reasonable and reasonably documented outside counsel fees and expensesAttorney Costs), of any such Person incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement of any of their respective rights or potential enforcement remedies under the provisions of this Agreement or any Transaction Document by such Person and the other documents to be delivered Transaction Documents; and (c) any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies or fees arising from any payment made hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in connection herewithrespect of, this Agreement, except any such Taxes that are imposed with respect to an assignment or participation by a Purchaser pursuant to the Receivables Purchase Agreement, and agrees to indemnify each Purchase and Sale Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees. SECTION 10.7.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay (provided, if no Event of Default has occurred and is continuing, upon the receipt of a reasonably detailed invoice) on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders Agent (including Attorney Costs and the Collateral Agent incurred any Taxes) in connection with the preparation, execution, deliverysyndication, delivery and administration (including periodic auditingthe perfection and protection of any Collateral and the costs of Intralinks (or other similar service), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, if applicable) of this Agreement, the Transaction other Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, includingsupplement or waiver to any Loan Document), without limitation, whether or not the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable Attorney Costs and reasonably documented outside counsel fees and expenses), any Taxes) incurred by the Administrative Agent, Agent and after an Event of Default and during the Lenders and the Collateral Agent continuance thereof in connection with the enforcement collection of the Obligations or potential the enforcement of this Agreement the other Loan Documents or any Transaction Document by such Person other documents or during any workout, restructuring or negotiations in respect thereof, except, until an Event of Default under Section 11.13 has occurred, costs and expenses associated with an assignment or participation described in Section 15.6 hereof shall be excluded from the foregoing. In addition, the Company agrees to pay, and to save the Administrative Agent and the other documents to be delivered hereunder Lenders harmless from all liability for, any fees of the Company’s auditors or examiners in connection herewithwith any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition The Issuers, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Issuers, (v) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees and fees and disbursements of counsel to the Initial Purchaser relating thereto, (vii) one-half of all local transportation, catering, room rental and similar expenses in connection with any "roadshow" or other meetings with prospective investors in the Notes (it being understood that the Initial Purchaser shall pay on demand all reasonable the other one-half of such expenses and reasonably documented out-of-pocket costs that each party shall pay its own air transportation, lodging, individual meal and similar expenses, whether in connection with such "roadshow" or otherwise related to this offering), (viii) fees and expenses of the Administrative AgentTrustee including fees and expenses of counsel to the Trustee, the Lenders (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (xi) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Issuers shall pay any and all stamp, transfer and other similar taxes payable or de- termined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates Indemnified Parties under Section 8.01 and Section 8.02 Article XII hereof, each of (i) the Borrower and the Servicer Seller agrees to pay on demand all reasonable and reasonably documented out-of-pocket expenses (including travel, lodging, meal and car expenses) of Facility Agent and Purchaser relating to consulting and other services provided by a senior operations officer of the Facility Agent to the Seller and the other Selling Parties for a period of approximately one month and (ii) the Seller agrees to pay on demand all other costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, modification and amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Assignment, and the other documents to be delivered hereunder or in connection herewithPurchase Documents, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders Facility Agent and the Collateral Agent Purchaser with respect thereto and with respect to advising the Administrative Agent, the Lenders Facility Agent and the Collateral Agent Purchaser as to their respective its rights and remedies under this Agreement and the or any other documents Purchase Document; provided, however, that, with respect to be delivered hereunder or clause (ii), in connection herewithwith the preparation, execution and all reasonable and reasonably documented delivery of the documents required in 58 connection with the initial Purchase under Section 3.1 hereof the Seller shall only be obligated to pay out-of-pocket fees and expenses (including reasonable fees of Facility Agent's counsel plus disbursements incurred before and after the delivery of the letter agreement relating hereto) not exceeding $100,000. The Seller further agrees to pay on demand all costs and expenses, if any (including including, without limitation, reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person Agreement, the Assignment, and the other documents to be delivered hereunder or Purchase Documents, including, without limitation, reasonable counsel fees and expenses in connection herewithwith the enforcement of rights under this Section 13.6(a).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all Loan Agreement Minolta Co., Ltd. QMS, Inc. reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing)administration, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, modification and amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Note, the Stock Pledge Agreements and the other documents to be delivered hereunder or in connection herewithLoan Documents, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent Lender with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent Lender as to their respective its rights and remedies responsibilities under this Agreement and the other documents Agreement. The Borrower further agrees to be delivered hereunder or in connection herewith, and pay after an Event of Default on demand all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent (i) in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person Agreement, the Note, the Stock Pledge Agreements and the other documents Loan Documents, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this SECTION 7.4; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work out" or in any insolvency or bankruptcy proceeding; and (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, motion or other pleadings in any legal proceeding relating to the Obligations, the Collateral, the Borrower and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents. In addition, the Borrower shall pay any and all stamp and other taxes (other than those taxes excluded pursuant to SECTION 2.9 (Taxes)) payable or determined to be payable in connection with the execution and delivery of this Agreement, the Note, the Stock Pledge Agreements and the other Loan Documents to be delivered hereunder hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or omission to pay such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), 92 incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Each Credit Party agrees to pay on demand all reasonable documented Related Expenses and reasonably documented out-of-pocket all other costs and expenses of the Administrative Agent, the Lenders including, but not limited to, (a) administration (including field examinations), travel and the Collateral out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent incurred in connection with the preparation, execution, delivery, negotiation and closing of the Loan Documents and Related Writings and the administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreementof the Loan Documents and Related Writings, the Transaction Documents collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket hereunder; (b) extraordinary expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or potential enforcement retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding or proposal, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with any Credit Party to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the result of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the foregoing are to be paid at closing), shall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 11.5 will survive any termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithrestructuring of the financing arrangements.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (without duplication), all reasonable and reasonably documented out-of-pocket of the following fees, costs and expenses of incurred by the Administrative Agent, the Lenders Bank: (i) all reasonable costs and the Collateral Agent incurred expenses in connection with the negotiation, preparation, executionprinting, deliverytyping, administration (including periodic auditing)reproduction, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, execution and delivery of the Transaction Loan Documents and the any and all other documents to be delivered hereunder furnished pursuant hereto or in connection herewith, including, including without limitation, limitation the reasonable and reasonably documented fees and out-of-pocket expenses of outside Messrs. Xxxxx & Xxxxxxx, special counsel for to the Administrative AgentBank, as well as the Lenders fees and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside expenses of such counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement 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 amendments or potential modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, including without limitation the reasonable fees and out-of-pocket expenses of counsel retained by the Bank relative thereto (or, but not as well as, the reasonable allocated costs of staff counsel), (iii) all UCC and Lien search fees and costs and all fees and 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 attorneys' fees and expenses of the Bank), if any, incurred in connection with the administration and enforcement of this Agreement and/or any other Loan Documents or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith; and (v) all costs and expenses incurred by the Bank in conducting an independent audit or review by the Bank's internal staff of the books and records of the Company and the Collateral provided under the Loan Documents. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents, or the issuance of the Notes, or the making of the Loans, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the 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 a per annum rate equal to the Default Rate, that the Bank shall be entitled to rely thereon.

Costs, Expenses and Taxes. (a) In addition Subject to the rights of indemnification granted to the Collateral AgentSection 2.09, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of ------------------------- the Borrower and the Servicer agrees to pay pay, or cause to be paid (A) on demand the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentLiquidity Provider) of the Liquidity Provider in connection with the preparation, the Lenders negotiation, execution, delivery, filing and the Collateral Agent recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith(B) on demand, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable and reasonably documented outside counsel fees and expenses), incurred by ) of the Administrative Agent, the Lenders and the Collateral Agent Liquidity Provider in connection with (i) the enforcement or potential enforcement of this Agreement or any Transaction Document by other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such Person and the other 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, 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 other Operative Agreement or otherwise affecting the application of funds in the Class C Cash Collateral Account. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be delivered hereunder or payable in connection herewithwith the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Letters of Credit, the Extensions of Credit and the any other documents to which may be delivered hereunder or in connection herewithwith this Agreement, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentAgent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative AgentLetters of Credit, the Lenders Extensions of Credit and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be any document delivered hereunder or in connection herewith, therewith and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any 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 Lenders Extensions of Credit and the Collateral Letters of Credit, (ii) any and all amounts which the Administrative Agent or any 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 or any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement or 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 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 Extensions of Credit or the Letters of Credit requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the enforcement or potential enforcement execution, delivery, filing and recording of this Agreement Agreement, the Letters of Credit, the Extensions of Credit or any Transaction Document by of such Person other documents, and agree to save the Issuing Lender, the Administrative Agent and the other documents Lenders harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in connection herewithpaying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Seller agrees to pay on demand as and when billed by the Purchaser all of the reasonable and reasonably documented out-–of-–pocket costs and expenses incurred by the Purchaser in connection with the development, preparation and execution of, and any amendment, supplement, extension or modification to, this Agreement, the Repurchase Documents, any Transaction hereunder and any other documents and agreements prepared in connection herewith or therewith. The Seller agrees to pay as and when billed by the Purchaser all of the Administrative Agent, the Lenders out–of–pocket costs and the Collateral Agent expenses incurred in connection with the preparationconsummation and administration of the transactions contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to the Purchaser and (ii) all the due diligence, inspection, testing, review, recording, travel, lodging or other administrative costs and expenses incurred by the Purchaser with respect to the Purchaser’s review, consideration and purchase or proposed purchase of any Mortgage Asset, any Purchased Asset or any Purchased Item under this Agreement and the other Repurchase Documents (including any costs necessary or incidental to the execution of any Transaction under this Agreement), including, but not limited to, those costs and expenses incurred by the Purchaser and reimbursable by the Seller pursuant to Subsection 11.1(a) of this Agreement. The Seller shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, filing and recording of this Agreement, the Transaction Repurchase Documents and or the other documents to be delivered hereunder or in connection herewith, including, without limitation, thereunder or the reasonable and reasonably documented fees and out-of-pocket expenses funding or maintenance of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransactions hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging 100 Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. Upon the receipt of ------------ ------------------------- reasonable documentation evidencing such expenses, MBIA agrees to pay or cause to be paid (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand Agent all reasonable and reasonably documented out-of-pocket costs expenses, including but not limited to fees and expenses of counsel for the Administrative Agent, Agent (including New York and foreign counsel) incurred by the Lenders and the Collateral Administrative Agent incurred from time to time (i) arising in connection with the preparation, execution, deliveryduplication, administration (including periodic auditing)delivery and performance of this Agreement, syndication (any Loan Documents and any documents, instruments or transactions pursuant to or in connection herewith and (ii) relating to any agreement requested amendments, waivers or consents to this Agreement, any Loan Documents or any such documents or instruments, (b) to each Bank, the legal fees and expenses (up to a maximum of $2,500 per opinion) incurred by such Bank in obtaining opinions of counsel required by Moody's or S&P or requested by MBIA relating to this Agreement or any amendment or other arrangement with any additional lender)modification hereof, renewaland (c) to the Administrative Agent and each Bank, amendment fees and expenses of counsel for the Administrative Agent or modification of, any waiver such Bank incurred by the Administrative Agent or consent issued such Bank in connection withwith the enforcement or preservation by any of them of rights under this Agreement or any such documents or instruments, including but not limited to such expenses as may be incurred by the Administrative Agent or such Bank in enforcing this Agreement or any of such other documents or instruments after an Event of Default shall have occurred. MBIA agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Administrative Agent or such Bank to be payable in connection with this Agreement, the Transaction Documents and the Notes or any other documents documents, instruments or transactions pursuant to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders MBIA agrees to save each Agent and the Collateral Agent Banks harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in connection with the enforcement paying any such taxes, fees or potential enforcement impositions. The provisions of this Agreement or any Transaction Document by such Person and Section 10.1 shall survive the other documents to be delivered hereunder or in connection herewithtermination of this Agreement.

Costs, Expenses and Taxes. (a) In addition The Company and the Guarantors, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral Agentnegotiation, the Administrative Agentpreparation, the Lenders printing, word processing, reproduction, execution and their respective Affiliates under Section 8.01 and Section 8.02 hereofdelivery of this Agreement, each of the Borrower Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to pay on demand all the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company and the Guarantors, (v) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees, word processing and reproduction costs of any "Blue Sky" memoranda and reasonable fees and reasonably documented out-of-pocket costs disbursements of counsel to the Initial Purchaser relating thereto, (vii) expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative Agenttrustee, including fees and expenses of counsel to the Lenders Trustee, (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (xi) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company and the Guarantors shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Backup Servicer, the Agent, the Administrative AgentLender and its Affiliates under Article VIII hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative AgentBackup Servicer, the Lenders Lender and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any 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 Servicer, the Lender or a Rating Agency or made necessary or appropriate as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to an Event of Default including, without limitation, the reasonable and reasonably documented fees and reasonable out-of-pocket expenses of outside counsel for the Administrative AgentBackup Servicer, the Lenders Agent and the Collateral Agent Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the Lenders Agent and the Collateral Agent Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the Lenders and Agent or the Collateral Agent Lender in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition The Company and the Guarantors jointly and severally agree to pay, except as otherwise specified, all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, any other marketing related materials and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchasers in respect thereof), to the extent provided in the engagement letter dated May 16, 1997, between the Company and CIBC Wood Gundy Securities Corp. (the "Engagement Letter"), (iii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) the fees and disbursements of counsel to the Initial Purchasers, to the extent provided in the Engagement Letter, (vi) preparation (including printing), issuance and delivery to the Initial Purchasers of the Securities, (vii) the qualification of the Securities under state securities and "Blue Sky" laws, including filing fees and reasonable fees and reasonably documented out-of-pocket costs disbursements of counsel to the Initial Purchasers relating thereto, (viii) its expenses and the cost of any meetings with prospective investors in the Securities, to the extent provided in the Engagement Letter, (ix) fees and expenses of the Administrative AgentTrustee including fees and expenses of counsel to the Trustee, the Lenders (x) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Securities on PORTAL, execution(xi) any fees charged by investment rating agencies for the rating of the Securities and (xii) except as limited by Article VII, delivery, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Securities or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company and the Guarantors shall pay any and all stamp, transfer and other similar taxes (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the other Basic Documents or the issuance of the Securities, and shall save and hold each of the Initial Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes (other than if such delay is caused by the Initial Purchasers).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative AgentAgent (including the reasonable fees and out-of-pocket expenses of White & Case, counsel for the Lenders Administrative Agent and the Collateral Agent incurred of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution, delivery, administration (including periodic auditing)administration, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, and marketing of this Agreement, the Transaction Documents Notes and the all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, includingin the case of the foregoing subject to limitations previously agreed by the Company and the Administrative Agent, without limitation, the reasonable and reasonably documented fees and all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Agent in connection with the enforcement of outside counsel for this Agreement, the Notes, any such other instruments or documents or any collateral security. In addition, the Company agrees to pay, and to save the Administrative AgentAgent and the Lenders harmless from all liability for, any stamp or other taxes (excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts) which may be payable in connection with the execution or delivery of this Agreement, the Lenders and borrowing hereunder, or the Collateral Agent with respect thereto and with respect to advising issuance of the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the Notes or of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, . The Company also agrees to reimburse the Administrative Agent and each Lender upon demand for all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable and reasonably documented outside counsel attorneys' fees and expenses)legal expenses including the allocated time charges of each Lender's legal departments, as their respective internal counsel) incurred by the Administrative Agent, the Lenders and the Collateral Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out, whether or not consummated, of any Obligations and (y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithObligations.

Costs, Expenses and Taxes. (a) In addition The Issuers, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral AgentCompany's cost of preparation, the Administrative Agentprinting, the Lenders reproduction, execution and their respective Affiliates under Section 8.01 and Section 8.02 hereofdelivery of this Agreement, each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Servicer agrees Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to pay on demand all reasonable the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and reasonably documented out-of-pocket costs disbursements of the counsel, the accountants and any other experts or advisors retained by the Issuers, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) fees and expenses of the Administrative AgentTrustee, including fees and expenses of counsel to the Lenders Trustee, (vii) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(viii) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (ix) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by if any, of the Administrative Agentsuccessful enforcement of this Agreement, the Lenders Notes or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Issuers shall pay any and the Collateral Agent all stamp, transfer and other similar taxes payable or determined to be payable in connection with the enforcement or potential enforcement execution and delivery of this Agreement Agreement, any other Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any Transaction Document and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Notwithstanding anything herein, it is understood that the Issuers shall have no obligation to pay any fees, expenses or disbursements of Xxxxxx Xxxxxx & Xxxxxxx, counsel for the Initial Purchasers (except as contemplated by such Person Article VII and the other documents to be delivered hereunder or in connection herewithClause (ix) of this paragraph).

Costs, Expenses and Taxes. (ab) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Letters of Credit, the Extensions of Credit and the any other documents to which may be delivered hereunder or in connection herewithwith this Agreement, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentAgent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative AgentLetters of Credit, the Lenders Extensions of Credit and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be any document delivered hereunder or in connection herewith, therewith and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any 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 Lenders Extensions of Credit and the Collateral Letters of Credit, (ii) any and all amounts which the Administrative Agent or any 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 or any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement or 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 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 Extensions of Credit or the Letters of Credit requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the enforcement or potential enforcement execution, delivery, filing and recording of this Agreement Agreement, the Letters of Credit, the Extensions of Credit or any Transaction Document by of such Person other documents, and agree to save the Issuing Lender, the Administrative Agent and the other documents Lenders harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in connection herewithpaying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative AgentBanks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Lenders Notes and any other Related Writings, including, without limitation (i) administration and out‑of‑pocket expenses of the Agent in connection with the administration of this Agreement, the Notes, the collection and disbursement of all funds hereunder and the Collateral other instruments and documents to be delivered hereunder, amendments, modifications, approvals, consents or waivers hereto or hereunder, the addition, substitution or removal of any Collateral, (ii) extraordinary expenses of the Agents or the Banks in connection with the administration of this Agreement, the Notes and the other instruments and documents to be delivered hereunder, (iii) the reasonable fees and out‑of‑pocket expenses of Agent’s Special Counsel in connection with the negotiation, preparation, execution and delivery of this Agreement and related matters (including, without limitation, those matters set forth in clause (i) above), (iv) all costs and expenses, including reasonable attorneys’ fees and out‑of‑pocket expenses, in connection with the restructuring or enforcement of or preservation of rights under this Agreement, the Notes or any other Related Writing or any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any Bank’s relationship with the Borrower or the Parent in respect of the Loans or other extensions of credit hereunder, this Agreement, the Notes and the other Related Writings, (v) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches and UCC filings and (vi) all expenses relating to the preparationuse of Intralinks, execution, delivery, administration (including periodic auditing), syndication (pursuant to SyndTrak or any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued similar system for the dissemination and sharing of documents and information in connection with, this Agreementwith the Loans. In addition, the Transaction Documents Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of this Agreement or the Notes, and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, and agrees to save the reasonable Agents and reasonably documented fees each Bank harmless from and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders against any and the Collateral Agent with respect thereto and all liabilities with respect to advising or resulting from any delay in paying or omission to pay such taxes or fees. The covenants of this Section 13.04 shall survive the Administrative Agent, repayment of the Lenders Loans and the Collateral Agent as termination of the obligations of the Banks hereunder to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder make Loans or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement issue Letters of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithCredit.

Costs, Expenses and Taxes. (a) In addition to the rights obligations of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates Originators under Section 8.01 and Section 8.02 hereofArticle IX, each of the Borrower Originator, severally and the Servicer for itself alone, and NuStar Energy, jointly and severally with each Originator, agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, negotiation, execution, delivery, delivery and administration of this Agreement (including periodic auditing), syndication (pursuant or any supplement or amendment hereto) related to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to be delivered hereunder or in connection herewithtime hereto and thereto), including, without limitation, (i) the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel Attorney Costs for the Administrative AgentBuyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Lenders Buyer’s rights thereunder) and the Collateral Agent any of its Affiliates with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent any such Person as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and out-of-pocket expenses for the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) and any of its Affiliates and the fees and charges of any nationally recognized statistical rating agency incurred in connection herewithwith the administration and maintenance of this Agreement or advising the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) as to its rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document. In addition, each Originator, severally and for itself alone, and NuStar Energy, jointly and severally with each Originator agrees 708335522 13436693 to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable and reasonably documented outside counsel fees and expensesAttorney Costs), of the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) and its Affiliates, incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement of any of their respective rights or potential enforcement remedies under the provisions of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees Account Party agree jointly and severally to pay on demand by Issuing Bank all reasonable costs, expenses and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent fees incurred or assessed by Issuing Bank in connection with the preparation, executionexecution and delivery of this Agreement, delivery, administration the Letter of Credit (including periodic auditingany extensions thereof), syndication (pursuant the Related Documents and any other documents which may be delivered in connection with this Agreement and the Letter of Credit, Issuing Bank's review of documentation and taking of actions regarding, and any on-going costs and expenses relating to the continuing obligations of Borrower or Account Party under this Agreement, the granting of any agreement or other arrangement with any additional lender), renewal, amendment or modification ofextension of the Letter of Credit, any waiver or amendment or the giving of any consent issued in connection withunder, this Agreement, the Transaction Related Documents and such instruments or any transfer of the other documents to be delivered hereunder or in connection herewithLetter of Credit, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent Issuing Bank with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent Issuing Bank as to their respective its rights and remedies responsibilities under this Agreement and the other documents to be delivered hereunder or in connection herewithAgreement, and all reasonable costs and reasonably documented expenses, including without limitation the reasonable fees and out-of-pocket costs and expensesexpenses of counsel for Issuing Bank, if any (including reasonable and reasonably documented outside counsel fees and expenses)any, incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by and such Person and the other documents which may be delivered in connection with this Agreement. In addition, Borrower and Account Party shall pay any and all stamp and other taxes and fees payable or determined to be delivered hereunder or payable in connection herewithwith the execution, delivery, filing and recording of this Agreement, the Letter of Credit (including any extensions thereof), the Related Documents and such other documents and Borrower and Account Party agree jointly and severally to save Issuing Bank harmless from and against any and all liabilities with respect to or resulting from any delay by Borrower or Account Party in paying or omission to pay such taxes and fees. Issuing Bank agrees promptly to notify Borrower and Account Party of any such taxes and fees which are incurred by Bank.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing)administration, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, modification and amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Note, the Stock Pledge Agreements and the other documents to be delivered hereunder or in connection herewithLoan Documents, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent Lender with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent Lender as to their respective its rights and remedies responsibilities under this Agreement and the other documents Agreement. The Borrower further agrees to be delivered hereunder or in connection herewith, and pay after an Event of Default on demand all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent (i) in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person Agreement, the Note, the Stock Pledge Agreements and the other documents Loan Documents, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 7.3; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work out" or in any insolvency or bankruptcy proceeding; and (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, motion or other pleadings in any legal proceeding relating to the Obligations, the Collateral, the Borrower and related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents. In addition, the Borrower shall pay any and all stamp and other taxes (other than those taxes excluded pursuant to Section 2.9 (Taxes)) payable or determined to be payable in connection with the execution and delivery of this Agreement, the Note, the Stock Pledge Agreements and the other Loan Documents to be delivered hereunder hereunder, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or omission to pay such taxes.

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Servicer agrees Memorandum and any amendment or supplement thereto, any other marketing related materials and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees and reasonable fees and reasonably documented out-of-pocket costs disbursements of counsel to the Initial Purchaser relating thereto, (vii) all expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative AgentTrustee including fees and expenses of counsel to the Trustee, the Lenders (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes and (xi) except as limited by Article VII, delivery, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the other Basic Documents or the issuance of the Notes, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes (other than if such delay is caused by the Initial Purchaser).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Administrative Agent, the Lenders Purchasers and their respective Affiliates under Section 8.01 and Section 8.02 Article IV hereof, each of the Borrower and the Servicer Issuer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Purchasers and the Deal Agent, the Lenders and the Collateral Agent their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the preparationnegotiation, execution, deliveryand delivery of this Agreement and the transactions contemplated hereby, any removal of the facility and/or the enforcement, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Note, any other Transaction Document and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. The Issuer also agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by a Purchaser in connection with the administration (including rating agency requirements, modification and amendment) of this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders Purchaser and the Collateral Deal Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent Purchaser as to their respective its rights and remedies under this Agreement Agreement, the Transaction Documents and the other documents agreements executed pursuant hereto. Any amounts subject to the provisions of this section shall be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred paid by the Administrative Issuer to the Deal Agent within ten (10) Business Days following the Deal Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith's demand therefor.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Documents Letters of Credit, the Extensions of Credit and the any other documents to which may be delivered hereunder or in connection herewithwith this Agreement, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentAgent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative AgentLetters of Credit, the Lenders Extensions of Credit and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be any document delivered hereunder or in connection herewith, therewith and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any 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 Lenders Extensions of Credit and the Collateral Letters of Credit, (ii) any and all amounts which the Administrative Agent or any 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 or any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement or 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 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 Extensions of Credit or the Letters of Credit requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the enforcement or potential enforcement execution, delivery, filing and recording of this Agreement Agreement, the Letters of Credit, the Extensions of Credit or any Transaction Document by of such Person other documents, and agree to save the Issuing Lender, the Administrative Agent and the other documents Lenders harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in connection herewithpaying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand (i) all reasonable and reasonably documented out-of-pocket costs and expenses of incurred by the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, each of the Transaction Documents Related Documents, and the any other documents to documents, instruments or agreements which may be delivered hereunder or in connection herewith, with this Agreement (including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent local counsel who may be retained by said counsel) with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective its rights and remedies responsibilities under this Agreement Agree- ment, (ii) all costs and expenses in connection with the audit, appraisal, valuation, investigation, and the creation, perfection, priority or protection of the Bank Parties' Liens against the Collateral, including, without limitation, all costs and expenses (A) to pay or discharge taxes, Liens, security interests or other documents to be delivered hereunder encumbrances levied, placed or in connection herewiththreatened against the Collateral and (B) for title and lien searches, title insurance premiums, filing and recording fees and taxes, duplication costs and corporate search fees, (iii) all reasonable and reasonably documented out-of-pocket costs and expensesexpenses in connection with the audits, if any inspections and investigations conducted pursuant to Section 6.09 hereof, and (including iv) all costs and expenses (including, without limitation, the reasonable and reasonably documented outside counsel fees and expenses), incurred by expenses of the Administrative Agent, the Lenders and the Collateral Agent 's counsel) in connection with the enforcement or potential enforcement of this Agreement and each of the Related Documents and such other documents, instruments or any Transaction Document by such Person and the other documents to agreements which may be delivered hereunder or in connection herewithwith this Agreement. Notwithstanding the foregoing, the Borrower shall only be liable under this Section 12.04 with respect to the fees and disbursements of counsel to the Agent and shall have no obligation under this Section 12.04 to pay for any fees and disbursements of counsel to any other Bank Party.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to The Company shall pay on demand all the reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the negotiation, preparation, execution, delivery, administration (including periodic auditingexclusive of general overhead expenses), syndication amendment, waiver and enforcement of this Agreement and any other Loan Document and any matter related thereto, and any litigation or dispute with respect thereto (pursuant to including any agreement bankruptcy or similar proceedings, but excluding any litigation or dispute among the Administrative Agent and the Banks). The Company shall pay on demand the reasonable costs and expenses of each Bank (other arrangement than the Administrative Agent) in connection with the enforcement of this Agreement (including any additional lender), renewal, amendment or modification waiver arising during the existence of an Event of Default) and any other Loan Document and any matter related thereto, and any litigation or dispute with respect thereto (including any bankruptcy or similar proceeding, but excluding any litigation or dispute among the Administrative Agent and the Banks); provided that such Banks agree to engage separate legal counsel and other outside experts only to the extent reasonably appropriate to advise such Bank with respect to its rights and obligations hereunder or thereunder and to use its best efforts to cause such legal counsel and outside experts to avoid duplicative efforts overlapping those of legal counsel and experts engaged by the Administrative Agent. The costs and expenses covered by this Section shall include without limitation filing fees, search fees, appraisal fees and other out-of, any waiver or consent issued in connection with, this Agreement-pocket expenses, the Transaction Documents reasonably estimated allocated costs and expenses of in-house appraisers, legal counsel and legal staff and other professional services, and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of any legal counsel, independent public accountants and other outside counsel for experts. With respect to any litigation, arbitration or reference between the Administrative Agentparties hereto in connection with any Loan Document, the Lenders losing party shall pay to the prevailing party the reasonable fees and out-of-pocket expenses of legal counsel to the Collateral Agent prevailing party in connection therewith. 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 respect thereto and with respect to advising the Administrative Agentexecution, the Lenders and the Collateral Agent as to their respective rights and remedies under delivery, filing or recording of this Agreement and the Agreement, any other documents Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, and all reasonable shall reimburse, hold harmless and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by indemnify the Administrative Agent, each Bank and each Participant 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 tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Lenders failure of the Company to perform any of its obligations under this Agreement or any Loan Document. The Company shall pay all reasonable fees and expenses of a qualified independent expert engaged by the Administrative Agent (and approved by the Company in its reasonable discretion) for the purpose of preparing for the Administrative Agent and the Collateral Agent Banks a current value balance sheet of the Company and the Subsidiaries as of the end of each Fiscal Year, and agrees (subject to the execution by such expert of an appropriate confidentiality agreement) to provide such expert access during normal business hours to all books, records and properties of the Company that are reasonably necessary in connection with the enforcement preparation of such balance sheet and otherwise cooperate with such expert; provided that the Company shall not be obligated to do any of the foregoing with respect to a Fiscal Year if the Administrative Agent has been furnished by a source other than the Company, without restriction (other than customary confidentiality requirements) on its ability to distribute the same to the Banks, with a current value balance sheet of the Company for such Fiscal Year that is reasonably acceptable in form to the Administrative Agent. Any amount payable to the Administrative Agent, any Bank or potential enforcement Participant under this Section 11.3 shall, from the date of this Agreement demand for payment, and any other amount payable to the Administrative Agent or any Transaction Document by such Person and Participant under the other documents Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate in effect under the Notes with respect to be delivered hereunder or in connection herewithPrime Rate Advances.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (a) all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred Purchasers in connection with the preparation, execution, delivery, administration (including periodic auditing)administration, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, modification and amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Notes, the other Subordinated Note Documents and the other instruments and documents to be delivered hereunder (including, without limitation, (i) all reasonable business due diligence expenses (including travel expenses) incurred by the Purchasers, their affiliates and their respective officers, directors, and employees, (ii) transportation, duplication, search, filing and recording fees and expenses and (iii) the reasonable fees and expenses of counsel for the Purchasers with respect thereto, with respect to advising the Purchasers as to their rights and responsibilities, or the protection or preservation of rights or interests, under this Agreement, the Notes, the other Subordinated Note Documents and other instruments and documents to be delivered hereunder, with respect to negotiations thereunder arising out of any Default or Event of Default or any events or circumstances that may give rise to a Default or Event of Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto), (b) all out-of-pocket costs and expenses of each Purchaser in connection herewithwith the enforcement of this Agreement, the Notes, the other Subordinated Note Documents and other instruments and documents to be delivered hereunder (including, without limitation, with respect to enforcement of rights under this Section 14.4 and Section 14.5), whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent all Purchasers with respect thereto and thereto) (including, without limitation, with respect to advising enforcement of rights under this Section 14.4 and Section 14.5), (c) any and all stamp, registration, documentary and other similar taxes (expressly excluding income and capital gain taxes) payable or determined to be payable in connection with the Administrative Agentexecution, delivery, performance, enforcement and admissibility into evidence of this Agreement, the Lenders and Notes, the Collateral Agent as to their respective rights and remedies under this Agreement other Subordinated Note Documents, and the other instruments and documents to be delivered hereunder or in connection herewith, thereunder and all (d) the reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses of preparing Notes from time to time in connection with the enforcement or potential enforcement exchanges and transfers of this Agreement or any Transaction Document by such Person Notes, and the other documents expenses of delivering copies of Operative Documents to be delivered hereunder Purchasers, and the Note Parties agrees to save each Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or omission to pay such taxes and filing fees.

Costs, Expenses and Taxes. The Lender shall be reimbursed by Borrowers, without further motion to or hearing by the Bankruptcy Court, for all costs and expenses (a) In addition to the rights of indemnification granted to the Collateral Agentincluding, the Administrative Agentwithout limitation, the Lenders all filing and their respective Affiliates under Section 8.01 recording fees and Section 8.02 hereoftaxes, each of the Borrower reasonable attorneys' and the Servicer agrees to pay on demand all reasonable paralegals' fees and reasonably documented expenses, and out-of-pocket costs audit expenses) incurred by the Lender in connection with: (i) the negotiation, preparation, execution and expenses delivery of the Administrative AgentDIP Orders, the Lenders Postpetition Loan Documents and the Collateral Agent incurred Motion (as such term is defined in connection with the preparationDIP Orders) and related orders, executioninstruments, deliverydocuments, administration and agreements (including periodic auditingwithout limitation, this Agreement and the other Postpetition Loan Documents), syndication (pursuant to and any agreement or other arrangement with any additional lender)amendment, renewal, amendment supplement or modification ofof the terms thereof, or any waiver or consent issued thereunder or in connection withrespect thereof, and the consummation of the transactions contemplated hereby and thereby, provided that any such costs and expenses incurred under this Agreementsubsection (i) prior to the entry of the Interim DIP Order shall not exceed $25,000; (ii) the monitoring, enforcement, preservation and protection of the Transaction Lender's rights hereunder and under the other Postpetition Loan Documents and the other documents to be delivered hereunder or in connection herewith, DIP Orders (including, without limitation, the reasonable perfection of the Lender's security interest in the Collateral); (iii) the collection of all Loans and reasonably documented fees and out-of-pocket expenses other Liabilities by the Lender; (iv) the defense of outside counsel for any claim or action asserted or brought against the Administrative AgentLender by any Person (including the Borrowers) that arises from or relates to the Postpetition Loan Documents, the Lenders DIP Orders, the Lender's claims against the Borrowers or any and all matters in connection therewith; (v) the Collateral Agent commencement or defense of, or intervention in any court proceeding with respect thereto and to, matters referred to in the DIP Orders; (vi) the filing of any petition, complaint, answer, motion, or other pleading, or taking of any other similar action, with respect to advising the Administrative AgentCollateral; (vii) the protection, collection, lease, license, sale, taking possession of, or liquidation or other disposition of any of the Collateral or the Lender's interest therein; (viii) any attempt to enforce any Lien on or security interest in any of the Collateral; or (ix) the receipt of any advice with respect to any of the foregoing. In addition, the Lenders Borrowers agree to pay, indemnify and hold the Collateral Agent as to their respective rights Lender harmless from and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, against any and all reasonable and reasonably documented out-of-pocket claims, demands, liabilities, losses, damages, penalties, costs and expenses, if any expenses (including reasonable attorneys' and reasonably documented outside counsel paralegals' fees and expenses)) relating to or in any way arising out of (w) any and all recording and filing fees and any and all liabilities with respect to stamp, incurred excise and other taxes, if any, which may be payable or determined to be payable by the Administrative Agent, the Lenders and the Collateral Agent Borrowers in connection with the enforcement execution and delivery of, or potential any amendment, supplement or modification of, or any waiver or consent under or in respect of, the DIP Orders, this Agreement, the other Postpetition Loan Documents and any other similar orders, agreements, instruments and documents, (x) the Lender's possession, use, operation or control of the Borrowers' assets resulting from its enforcement of this Agreement or any Transaction Document by such Person and rights hereunder, under the other documents Postpetition Loan Documents or under either of the DIP Orders or under applicable law, except those resulting from the Lender's gross negligence or willful misconduct, (y) the Borrowers' license fees, bonding premiums and related taxes and charges, and (z) the Borrowers' real and personal property taxes, assessments and charges and all of the Borrowers' franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrowers, or payable by the Borrowers. All of the foregoing costs, expenses, taxes, claims, demands, liabilities, losses, damages and penalties shall be added to and become part of the Liabilities hereunder, and shall be delivered hereunder or payable in connection herewithaccordance with Section 2.6.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (without duplication), all reasonable and reasonably documented out-of-pocket of the following fees, costs and expenses of incurred by the Administrative Agent, the Lenders Bank: (i) all reasonable costs and the Collateral Agent incurred expenses in connection with the negotiation, preparation, executionprinting, deliverytyping, administration (including periodic auditing)reproduction, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, execution and delivery of the Transaction Loan Documents and the any and all other documents to be delivered hereunder furnished pursuant hereto or in connection herewith, includingand all investigation of and due diligence regarding the Company and the security for the Obligations undertaken and performed with respect thereto, including without limitation, limitation the reasonable and reasonably documented fees and out-of-pocket expenses of outside Messrs. Baker & Daniels, special counsel for to the Administrative AgentBank (or, but not as well as xxx reaxxxxxxx allocated costs of staff counsel) as well as the Lenders fees and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Bank, and 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 amendments or modifications of (or supplements to) any of 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 Bank 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 Bank, and in connection with the foregoing and the administration of this Agreement, (iii) all search fees, appraisal fees and expenses, if any (including reasonable title insurance policy fees, costs and reasonably documented outside counsel expenses and filing and recording fees and expensestaxes and, (iv) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of the Bank), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, any Note and/or any other Loan Documents or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents or the issuance of any Note or the making of any of the Loans, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. The Company shall reimburse the Bank for the reasonable costs and expenses incurred by the Bank in having its collateral audit department personnel conduct an annual on-site inspection and audit of the Company's assets which serve as collateral for the Obligations. Any portion of the foregoing fees, costs and expenses which remains unpaid following the 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 a per annum rate equal to the Prime Rate, plus the Applicable Spread, plus Two Percent (2%).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (without duplication), all reasonable and reasonably documented out-of-pocket of the following fees, costs and expenses of incurred by the Administrative Agent, the Lenders Bank: (i) all reasonable costs and the Collateral Agent incurred expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution, delivery, administration closing and delivery of the Loan Documents (including periodic auditing), syndication (pursuant to the Eighth Amendment) and any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the all other documents to be delivered hereunder furnished pursuant thereto or in connection herewiththerewith, includingand in the perfection of liens and security interests granted under the Loan Documents, 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, limitation the reasonable and reasonably documented fees and out-of-pocket expenses of outside Messrs. Xxxxx & Xxxxxxx, special counsel for to the Administrative AgentBank, (ii) all reasonable costs and expenses in connection with the Lenders negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (or supplements to) any of the Collateral Agent with respect thereto Loan Documents and with respect to advising the Administrative Agent, the Lenders any and the Collateral Agent as to their respective rights and remedies under this Agreement and the all other documents to be delivered hereunder furnished pursuant thereto or in connection herewiththerewith, 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 reasonably documented out-of-pocket expenses of counsel retained by the Bank 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 other outside experts retained by the Bank, and in connection with the foregoing, (iii) all search fees, appraisal fees and expenses, if any title insurance policy fees, filing service fees, costs and expenses and filing and recording fees and taxes (including reasonable UCC, tax and reasonably documented outside counsel fees judgment lien searches to be obtained by the Bank with respect to the Company in each jurisdiction in which each has property and expenses), all expenses incurred by the Administrative AgentBank in connection with any audit or review of the books and records or physical assets of the Company conducted by the Bank under or pursuant to the provisions of this Agreement or any other Loan Document, and, (iv) all costs and expenses (including, without limitation, all reasonable attorneys' fees and expenses incurred by the Lenders Bank), if any, incurred at any time an Unmatured Event of Default or Event of Default has occurred and the Collateral Agent remains unremedied or incurred in connection with the enforcement or potential enforcement of this Agreement Agreement, any Note and/or all or any Transaction Document by such Person and of the other documents to be delivered hereunder Loan Documents or any other agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith; and (v) all reasonable attorneys fees, and out-of-pocket expenses (including a reasonable allocation of the Bank's overhead expenses for its auditors and agents) incurred by the Bank in connection with its administration and disbursement of the Loans and this Agreement. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents or the issuance of any Note or the making of any of the Loans, and agree, jointly and severally, to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the 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 a per annum rate equal to the Prime Rate."

Costs, Expenses and Taxes. (a) In addition The Issuers, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral AgentCompany's cost of preparation, the Administrative Agentprinting, the Lenders reproduction, execution and their respective Affiliates under Section 8.01 and Section 8.02 hereofdelivery of this Agreement, each of the Borrower other Basic Documents, any amendment or sup- plement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Servicer agrees Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to pay on demand all reasonable the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and reasonably documented out-of-pocket costs disbursements of the counsel, the accountants and any other experts or advisors retained by the Issuers, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) fees and expenses of the Administrative AgentTrustee, including fees and expenses of counsel to the Lenders Trustee, (vii) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(viii) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (ix) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by if any, of the Administrative Agentsuccessful enforcement of this Agreement, the Lenders Notes or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Issuers shall pay any and the Collateral Agent all stamp, transfer and other similar taxes payable or determined to be payable in connection with the enforcement or potential enforcement execution and delivery of this Agreement Agreement, any other Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any Transaction Document by and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such Person and taxes. Notwithstanding anything herein, it is understood that the other documents Issuers shall have no obligation to be delivered hereunder pay any fees, expenses or in connection herewithdisbursements of Cahixx Xxxxxx & Xeinxxx, xxunsel for the Initial Purchasers.

Costs, Expenses and Taxes. (a) In addition The Company and the Subsidiary Guarantors, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral Agentprinting, the Administrative Agent, the Lenders word processing and their respective Affiliates under Section 8.01 and Section 8.02 hereofreproduction of this Agreement, each of the Borrower Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto and any other marketing related materials, (iii) all arrangements relating to pay on demand all reasonable the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and reasonably documented out-of-pocket disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees and disbursements of counsel to the Initial Purchasers relating thereto, (vii) expenses of Company personnel and the cost of any privately chartered air travel in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative Agenttrustee, including fees and expenses of counsel to the Lenders Trustee, (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by rating agencies for the rating of the Notes, deliveryand (xi) except as limited by Article VII, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents all costs and the other documents to be delivered hereunder or in connection herewith, expenses including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each Each of the Borrower Borrowers jointly and the Servicer severally agrees to pay on demand all (i) the reasonable costs of producing and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders reproducing this Agreement and the Collateral Agent other agreements and instruments mentioned herein, (ii) any taxes (including any interest and penalties in respect thereto) payable by (other than taxes based upon Fleet's net income) on or with respect to the transactions contemplated by this Credit Agreement (the Borrowers hereby jointly and severally agreeing to indemnify Fleet with respect thereto), (iii) all Attorneys' Fees incurred in connection with the preparation, execution, deliverysyndication, administration (including periodic auditing)or interpretation of this Agreement and the other agreements and instruments mentioned herein, syndication (each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of this Agreement or any of the other agreements and instruments mentioned herein upon payment in full in cash of all of the Obligations or pursuant to any agreement terms of this Agreement or any of the other arrangement with agreements and instruments mentioned herein for providing for such cancellation, (iv) the fees, expenses and disbursements of Fleet or any additional lender), renewal, amendment of its affiliates incurred by Fleet or modification of, any waiver or consent issued such affiliate in connection withwith the preparation, syndication, administration or interpretation of the Credit Agreement and any other agreements and instruments mentioned herein, including all engineering, appraisal and examination charges, and (v) all reasonable out-of-pocket expenses (including without limitation reasonable attorneys' fees and costs, which attorneys may be employees of Fleet, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by Fleet in connection with (A) the enforcement of or preservation of rights under any of this Agreement, the Transaction Documents and Agreement or any of the other documents to be delivered hereunder agreements and instruments mentioned herein against the Borrowers or in connection herewiththe Parent or the administration thereof after the occurrence of a Default or Event of Default, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses in connection with the enforcement of rights under this Section 8.04(a), and (B) any litigation, proceeding or potential enforcement dispute whether arising hereunder or otherwise, in any way related to Fleet's relationship with the Borrowers or the Parent. Prior to the occurrence of an Event of Default, Fleet may from time to time conduct audits of the Borrowers and the Parent at their own expense in accordance with Section 5.06. The covenants of this Agreement or any Transaction Document by such Person Section 8.04(a) shall survive satisfaction and payment of the other documents to be delivered hereunder or in connection herewithAdvances and termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Each Loan Party agrees to pay on demand (i) all reasonable and reasonably documented out-of-pocket costs and expenses of incurred by the Administrative Agent, the Lenders and the Collateral Agent incurred Lender in connection with the preparation, execution, delivery, filing, recording, and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, each of the Transaction Documents Related Documents, and the any other documents to documents, instruments or agreements which may be delivered hereunder or in connection herewith, with this Agreement (including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentLender, the Lenders and the Collateral Agent local counsel who may be retained by said counsel) with respect thereto and with respect to advising the Administrative AgentLender as to its rights and responsibilities under this Agreement, (ii) all costs and expenses in connection with all third party reports, the Lenders audit, appraisal, valuation, investigation, and the creation, perfection, priority or protection of the Lender's Liens against the Collateral, including, without limitation, all costs and expenses (A) to pay or discharge taxes, Liens, security interests or other encumbrances levied, placed or threatened against the Collateral Agent as to their respective rights and remedies under this Agreement (B) for title and lien searches, title insurance premiums, filing and recording fees and taxes, duplication costs and corporate search fees, including, without limitation, all title and lien searches, title insurance premiums, filing and recording fees and taxes incurred in connection with the filing and recording of the Mortgages and the other documents to be delivered hereunder or in connection herewithDeeds of Trust, and (iii) all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses in connection with the enforcement or potential audits, inspections and investigations conducted pursuant to Section 2.12 and Section 5.09 hereof, and (iv) all costs and expenses (including, without limitation, the reasonable fees and expenses of the Lender's counsel) of the Lender in connection with the monitoring, refinancing and/or enforcement of this Agreement and each of the Related Documents and such other documents, instruments or any Transaction Document by such Person and the other documents to agreements which may be delivered hereunder or in connection herewithwith this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights obligations of indemnification granted to the Collateral AgentSellers under Section 7, the Administrative Agent, the Lenders Sellers and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees Buyer agree to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of incurred by the Administrative Agent, the Lenders other parties and the Collateral Agent incurred their assigns (other than Excluded Losses) in connection with the preparation, execution, delivery, administration enforcement against such Seller or Buyer (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification as applicable) of, or any waiver actual or consent issued in connection withclaimed breach by such Seller or Buyer (as applicable) of, this Agreement, the other Transaction Documents and the other instruments and documents to be delivered hereunder in connection herewith or therewith, including the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent such Persons as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other instruments and documents to be delivered hereunder or in connection herewith, and herewith or therewith in connection with any of the foregoing. Each Seller further agrees to pay all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable fees, expenses and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent disbursements of counsel) in connection with the enforcement against such Seller of any of the Administrative Agent’s, the Co-Collateral Agents’ or potential enforcement of the Purchasers’ rights and remedies under this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other instruments and documents to be delivered hereunder or in connection herewithherewith or therewith, any audits or other accounting procedures, any refinancing of the transactions contemplated by this Agreement or the other Transaction Documents in the nature of a “work-out” or any insolvency or bankruptcy proceeding or any legal proceeding against such Seller relating to or arising out of the transactions contemplated by this Agreement, the other Transaction Documents and the other instruments and documents to be delivered in connection herewith or therewith.

Costs, Expenses and Taxes. (a) In addition The Issuers, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral AgentCompany's cost of preparation, the Administrative Agentprinting, the Lenders reproduction, execution and their respective Affiliates under Section 8.01 and Section 8.02 hereofdelivery of this Agreement, each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Servicer agrees Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to pay on demand all reasonable the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and reasonably documented outdisbursements of the counsel, the accountants and any other experts or advisors retained by the Issuers, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under state securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees (not to exceed $15,000) and disbursements of counsel to the Initial Purchasers relating thereto, (vii) one-of-pocket costs half of the expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative AgentTrustee, including fees and expenses of counsel to the Lenders Trustee, (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (xi) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by if any, of the Administrative Agentsuccessful enforcement of this Agreement, the Lenders Notes or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Issuers shall pay any and the Collateral Agent all stamp, transfer and other similar taxes payable or determined to be payable in connection with the enforcement or potential enforcement execution and delivery of this Agreement Agreement, any other Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any Transaction Document by and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such Person and the other documents to be delivered hereunder or in connection herewithtaxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentBorrowers, the Administrative Agentjointly and severally, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees agree to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders Agent (including Attorney Costs and the Collateral Agent incurred any Taxes) in connection with the preparation, execution, deliverysyndication, delivery and administration (including periodic auditingperfection and protection of any Collateral and the costs of Intralinks (or other similar service), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, if applicable) of this Agreement, the Transaction other Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, includingsupplement or waiver to any Loan Document), without limitation, whether or not the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any expenses (including reasonable Attorney Costs and reasonably documented outside counsel fees and expenses), any Taxes) incurred by the Administrative Agent, Agent and each Lender following the Lenders occurrence and during the Collateral Agent continuance of an Event of Default in connection with the enforcement collection of the Obligations or potential the enforcement of this Agreement the other Loan Documents or any Transaction Document such other documents or during any workout, restructuring or negotiations in respect thereof (limited, in the case of any workout, restructuring and related negotiations, to Attorney Costs for one external law firm on behalf of all Lenders (other than Administrative Agent), as well as to all such Attorney Costs incurred by such Person Administrative Agent). In addition, Borrowers, jointly and severally, agree to pay, and to save the Administrative Agent and the other documents to be delivered hereunder or Lenders harmless from all liability for, any fees of Borrowers’ auditors in connection herewith.with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2 (limited to only those fees that are reasonable, so long as no Event of Default is in existence at the time Administrative Agent or any Lender exercises rights pursuant to Section 10.2). All Obligations provided for in this

Costs, Expenses and Taxes. (a) In addition The Company and the Guarantors, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchasers in respect thereof), (iii) all reasonable arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and reasonably documented out-of-pocket costs disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees and fees and disbursements of counsel to the Initial Purchasers relating thereto, (vii) expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative Agenttrustee including fees and expenses of counsel, the Lenders (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, delivery(xi) the disbursements (excluding road show related and printing expenses) of the Initial Purchasers in an amount not to exceed $150,000 and (xii) except as limited by Article VII, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewith.herewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. 27

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, any other marketing related materials and any "blue sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) pre paration (including printing), issuance and delivery to the Initial Purchaser of the Shares, including transfer agent fees, (vi) the qualification of the Shares under state securities and "blue sky" laws, including filing fees and reasonable fees and reasonably documented out-of-pocket costs disbursements of counsel to the Initial Purchaser relating thereto, (vii) its respective expenses and the cost of any private or chartered jets in connection with any meetings with prospective investors in the Shares, including transfer agent fees, (viii) fees and expenses of the Administrative AgentTrustee including fees and expenses of counsel to the Trustee, the Lenders (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Shares on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Shares and (xi) except as limited by Article VII, delivery, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Shares or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to promptly pay on following demand therefor (i) all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred Noteholders in connection with the preparationadministration, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, modification and amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction Notes, the other Subordinated Debt Documents and the other instruments and documents to be delivered hereunder or in connection herewith, (including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentNoteholders), the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (ii) all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses of each Noteholder in connection with the enforcement of this Agreement, the Notes, the other Subordinated Debt Documents and other instruments and documents to be delivered hereunder (including, without limitation, with respect to enforcement of rights under this Section 14.4 and Section 14.5), whether in any action, suit or potential litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for all Noteholders with respect thereto) (including, without limitation, with respect to enforcement of rights under this Section 14.4 and Section 14.5), (iii) any and all stamp, registration, documentary and other similar taxes (expressly excluding income and capital gain taxes) payable or determined to be payable in connection with the execution, delivery, performance and enforcement of this Agreement or any Transaction Document by such Person Agreement, the Notes, the other Subordinated Debt Documents, and the other instruments and documents to be delivered hereunder or thereunder and (iv) the expenses of preparing Notes from time to time in connection herewithwith exchanges and transfers of Notes, and the Note Parties agrees to save each Noteholder harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and filing fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable Related Expenses and reasonably documented out-of-pocket all other costs and expenses of the Administrative AgentBank, the Lenders including, but not limited to, (a) administration (including field examinations), travel and the Collateral Agent incurred out of pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Bank in connection with the preparation, execution, delivery, negotiation and closing of the Loan Documents and Related Writings and the administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreementof the Loan Documents and Related Writings, the Transaction Documents collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder or hereunder, (b) extraordinary expenses of Bank in connection herewith, including, without limitation, with the reasonable administration of the Loan Documents and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement Related Writings and the other instruments and documents to be delivered hereunder hereunder, (c) the reasonable fees and out of pocket expenses of special counsel for Bank, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, and (d) the hiring or retention of any third party consultant deemed necessary by Bank to protect and preserve the Collateral, and (e) costs of settlement incurred by Bank after the occurrence of an Event of Default, including but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection herewithwith any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any Lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with meeting with Borrower to discuss such Event of Default and the course of action to be taken in connection therewith. In addition, Borrower shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all travel expenses and any and all reasonable stamp and reasonably documented out-of-pocket costs other taxes and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent payable or determined to be payable in connection with the enforcement execution and delivery of the Loan Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Bank harmless from and against any and all liabilities with respect to or potential enforcement resulting from any delay in paying or omission to pay such taxes or fees. All of the foregoing will be part of the obligations, payable within five (5) days of the receipt by Borrower of demand, and secured by the Collateral and other security for the Secured Debt. The obligations described in this Section 10.4 will survive any termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithrestructuring of the financing arrangements.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (without duplication), all reasonable and reasonably documented out-of-pocket of the following fees, costs and expenses of incurred by the Administrative Agent, the Lenders Bank: (i) all reasonable costs and the Collateral Agent incurred expenses in connection with the negotiation, preparation, executionprinting, deliverytyping, administration (including periodic auditing)reproduction, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, execution and delivery of the Transaction Loan Documents and the any and all other documents to be delivered hereunder furnished pursuant hereto or in connection herewith, includingand all investigation of and due diligence regarding the Company and the security for the Obligations undertaken and performed with respect thereto, including without limitation, limitation the reasonable and reasonably documented fees and out-of-pocket expenses of outside Messrs. Bakex & Xanixxx, xxecial counsel for to the Administrative AgentBank (or, but not as well as the Lenders reasonable allocated costs of staff counsel) as well as the fees and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Bank, and 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 amendments or modifications of (or supplements to) any of 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 Bank 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 Bank, and in connection with the foregoing and the administration of this Agreement, (iii) all search fees, appraisal fees and expenses, if any (including reasonable title insurance policy fees, costs and reasonably documented outside counsel expenses and filing and recording fees and expensestaxes and, (iv) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of the Bank), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, any Note and/or any other Loan Documents or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents or the issuance of any Note or the making of any of the Loans, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the 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 a per annum rate equal to the Prime Rate plus Two Percent (2%).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted Indemnification under Article XII, the Borrower agrees (subject to any limitations set forth in the Collateral Fee Letter) to pay upon demand all reasonable costs and expenses and taxes (excluding Income Taxes and Excluded Taxes) incurred by the Lenders, the Agent, the Administrative AgentCollection Account Bank, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of Lockbox Account Bank or the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred Check Processing Bank (“Other Costs”) in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender)rating agency requirements, renewalmodification and amendment) of the Basic Documents, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Lenders, the Agent, the Lenders Collection Account Bank, the Lockbox Account Bank and the Collateral Agent Check Processing Bank with respect thereto and with respect to advising the Administrative Lenders, the Agent, the Lenders Collection Account Bank, the Lockbox Account Bank and the Collateral Agent Check Processing Bank as to their respective its rights and remedies under this Agreement the Basic Documents and the other agreements executed pursuant hereto. The Borrower further agrees to pay within five (5) Business Days after demand all reasonable costs, counsel fees and expenses in connection with the collection of the Obligations or any portion thereof and the enforcement (whether through negotiation, legal proceedings or otherwise) of the Basic Documents and the other agreements and documents to be delivered hereunder and the enforcement of the security interest in and any sale or in connection herewithother disposition of the Collateral or any portion thereof, and all including, without limitation, reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses in connection with the enforcement or potential enforcement of rights under this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithSection 16.03.

Costs, Expenses and Taxes. (ai) In addition to the rights of indemnification granted to the Collateral Backup Servicer, the Agent, the Administrative AgentLender and its Affiliates under Article VIII hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative AgentBackup Servicer, the Lenders Lender and the Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any 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 Servicer, the Lender or a Rating Agency or made necessary or appropriate as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to an Event of Default including, without limitation, the reasonable and reasonably documented fees and reasonable out-of-pocket expenses of outside counsel for the Administrative AgentBackup Servicer, the Lenders Agent and the Collateral Agent Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the Lenders Agent and the Collateral Agent Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the Lenders and Agent or the Collateral Agent Lender in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders Thomson and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees agree to pay on demand all costs and reasonable expenses in connection with the preparation, issuance, delivery, filing, recording, and reasonably documented out-of-pocket costs administration of this Agreement, the Extensions of Credit and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable legal fees and expenses of Lxxxxx & Wxxxxxx LLP and any other counsel for the Non-Canadian Administrative Agent, the Lenders Agent and the Collateral Canadian Administrative Agent incurred in connection with the preparation, due diligence, administration, syndication and negotiation of this Agreement, the Extensions of Credit and any document delivered in connection therewith and all costs and expenses incurred by each Administrative Agent (and, in the case of clause (iii) or (iv) below, any Lender) (including reasonable legal fees and expenses of, in the absence of conflicts of interest, one counsel in each jurisdiction and such specialist counsel as may be reasonably requested) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the Extensions of Credit, (ii) any and all amounts which the Administrative Agents or any Lender has paid relative to the Non-Canadian Administrative Agent’s, the Canadian Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of Thomson or the Borrower under this Agreement or any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise), or (iv) any waivers or consents or amendments to or in respect of this Agreement or the Extensions of Credit requested by a Borrower. In addition, Thomson or the Borrower shall pay any and all stamp, recording, registration and other taxes and fees payable or determined to be payable in connection with the execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, filing and recording of this Agreement, the Transaction Documents Extensions of Credit or any of such other documents, and agree to save the Administrative Agents and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Where this Agreement or any other documents Loan Document requires Thomson or any Borrower to be delivered hereunder reimburse the Administrative Agents or any Lender for any costs or expenses, Thomson or the Borrower shall also at the same time pay and indemnify any such Administrative Agent or Lender against all VAT, goods and services tax or similar taxes incurred by such Administrative Agents or Lender in connection herewith, including, without limitation, respect of the reasonable and reasonably documented fees and outcosts or expenses to the extent that Non-of-pocket expenses of outside counsel for the Canadian Administrative Agent, the Lenders and the Collateral Canadian Administrative Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and Lender reasonably determines that it is not entitled to credit or repayment from the other documents to be delivered hereunder or relevant tax authority in connection herewithrespect of the VAT.

Costs, Expenses and Taxes. The Borrowers agree to pay (a) In addition to the rights of indemnification granted to the Collateral Agentwithout duplication), the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each all of the Borrower following fees, costs and expenses by the Servicer agrees to pay on earlier of (x) the date of the consummation of the AAC SPAC Transaction and (y) thirty (30) days of written demand therefor accompanied by a detailed invoice: (i) all reasonable and reasonably documented out-of-pocket costs and expenses incurred by the Lender in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Loan Documents and all other documents furnished pursuant hereto or in connection herewith, including without limitation the reasonable and documented out-of-pocket attorneys’ fees and expenses of one outside counsel to the Lender incurred in connection with the foregoing and the administration of this Agreement; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred Lender in connection with the negotiation, preparation, executionprinting, deliverytyping, administration reproduction, execution and delivery of any amendments or modifications of (including periodic auditing), syndication (pursuant to or supplements to) any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, of the Transaction Documents foregoing and the all other documents to be delivered hereunder furnished pursuant thereto or in connection herewiththerewith, including without limitation the reasonable fees and expenses of one counsel retained by the Lender relative thereto (and to the extent required, one counsel for the Lender in each relevant jurisdiction and such other counsel to the Lender retained with the consent of the Borrowers); (iii) all Uniform Commercial Code and Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses incurred by the Lender, if applicable, and costs and all fees and taxes payable in connection with the filing or recording of any Loan Documents or financing statements incurred by the Lender; (iv) all costs and expenses incurred by the Lender (including, without limitation, reasonable out-of-pocket attorneys’ fees and expenses of one counsel the Lender (and to the extent required, one counsel for the Lender in each relevant jurisdiction and such other counsel to the Lender retained with the consent of the Borrowers)), 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 costs and expenses incurred by the Lender in conducting an independent audit or review by the Lxxxxx’s internal staff of the books and records of the Borrowers and the collateral provided under the Loan Documents, including, without limitation, the reasonable costs and reasonably documented fees and out-of-pocket expenses of outside counsel for field exams of the Administrative AgentCollateral. The Borrowers shall pay all stamp, the Lenders transfer and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents similar taxes (other than any Excluded Taxes) payable or determined to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent payable in connection with the enforcement or potential enforcement execution and delivery of this Agreement Agreement, or any Transaction Document by such Person and of the other documents Loan Documents, or the issuance of the Notes, or the making of the Loans, and agrees to be delivered hereunder save and hold the Lender harmless from and against all liabilities with respect to or resulting from any delay in connection herewithpaying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid after the due date therefor shall bear interest from such due date to the date of payment at a per annum rate equal to the Default Rate plus the Applicable Rate.

Costs, Expenses and Taxes. (a) In Subject to the terms of the Trustee Fee Letter and the Backup Servicer Fee Letter, and in addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 Article XI hereof, each of the Borrower Borrower, the Servicer and the Servicer Originator agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders Purchaser Agents, the Backup Servicer, the Trustee and the Collateral Agent Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders Purchaser Agents, the Backup Servicer, the Trustee and the Collateral Agent Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders Purchaser 151 Agents, the Backup Servicer, the Trustee and the Collateral Agent Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and Purchaser Agents, the Collateral Agent Backup Servicer, the Trustee or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the ------------------------- rights of indemnification granted to the Collateral Agentunder Section 3.01 hereof, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer Transferor agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Agent incurred in connection with the preparation, execution, delivery, delivery and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, auditing of Receivables) of this Agreement, any transfer agreement or similar agreement relating to the Transaction Documents transfer of interests in Receivables and the other documents and agreements to be delivered hereunder or in connection herewithand thereunder, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders Issuer and the Collateral Agent their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, the Lenders Issuer and the Collateral Agent their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by ) of the Administrative Agent, the Lenders Transferees and the Collateral Agent their respective Affiliates and agents, in connection with the enforcement or potential enforcement of this Agreement, and the other documents and agreements to be delivered hereunder. (b) The Transferor shall pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or any Transaction Document by such Person and the other documents or agreements to be delivered hereunder hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees, any and all stamp and other taxes and fees payable in connection herewithwith the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand (i) all reasonable and reasonably documented out-of-pocket costs and expenses of incurred by the Administrative Agent, the Lenders and the Collateral Agent incurred Lender in connection with the preparation, execution, delivery, filing, recording, and administration of this Agreement (including periodic auditingincluding, without limitation, the Conversion), syndication (pursuant to each of the Related Documents, and any agreement other documents, instruments or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued agreements which may be delivered in connection with, with this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, Agreement (including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative AgentLender, the Lenders and the Collateral Agent local counsel who may be retained by said counsel) with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent Lender as to their respective its rights and remedies responsibilities under this Agreement (including, without limitation, the Conversion), (ii) all costs and expenses in connection with all third party reports, the audit, appraisal, valuation, investigation, and the creation, perfection, priority or protection of the Lender's Liens against the Collateral (including, without limitation, before and after the Conversion), including, without limitation, all costs and expenses (A) to pay or discharge taxes, Liens, security interests or other documents to be delivered hereunder encumbrances levied, placed or threatened against the Collateral and (B) for title and lien searches, title insurance premiums, filing and recording fees and taxes, duplication costs and corporate search fees, including, without limitation, all title and lien searches, title insurance premiums, filing and recording fees and taxes incurred in connection herewithwith the filing and recording of the Mortgages and the Deeds of Trust, and (iii) all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent expenses in connection with the enforcement or potential audits, inspections and investigations conducted pursuant to Section 2.12 and Section 5.09 hereof, and (iv) all costs and expenses (including, without limitation, the reasonable fees and expenses of the Lender's counsel) of the Lender in connection with the monitoring, refinancing and/or enforcement of this Agreement (including, without limitation, the Conversion) and each of the Related Documents and such other documents, instruments or any Transaction Document by such Person and the other documents to agreements which may be delivered hereunder or in connection herewithwith this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer The Company agrees to pay on demand (without duplication), all reasonable and reasonably documented out-of-pocket of the following fees, costs and expenses of incurred by the Administrative Agent, the Lenders Bank: (i) all reasonable costs and the Collateral Agent incurred expenses in connection with the negotiation, preparation, executionprinting, deliverytyping, administration (including periodic auditing)reproduction, syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, execution and delivery of the Transaction Loan Documents and the any and all other documents to be delivered hereunder furnished pursuant hereto or in connection herewith, includingand all investigation of and due diligence regarding the Company and the security for the Obligations undertaken and performed with respect thereto, including without limitation, limitation the reasonable and reasonably documented fees and out-of-pocket expenses of outside Messrs. Xxxxx & Xxxxxxx, special counsel for to the Administrative AgentBank (or, but not as well as the Lenders reasonable allocated costs of staff counsel) as well as the fees and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Bank, and 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 amendments or modifications of (or supplements to) any of 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 Bank 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 Bank, and in connection with the foregoing and the administration of this Agreement, (iii) all search fees, appraisal fees and expenses, if any (including reasonable title insurance policy fees, costs and reasonably documented outside counsel expenses and filing and recording fees and expensestaxes and, (iv) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of the Bank), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, any Note and/or any other Loan Documents or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents or the issuance of any Note or the making of any of the Loans, and agrees to save and hold the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the 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 a per annum rate equal to the Prime Rate plus Two Percent (2%).

Costs, Expenses and Taxes. (a) In addition Holding and the Issuer jointly and severally agree to pay and, after the Effective Time, the Surviving Company will pay, upon consummation of the Offering, all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, including, but not limited to, all costs and expenses incident to the Collateral Agent(i) its negotiation, the Administrative Agentpreparation, the Lenders printing, typing, reproduction, execution and their respective Affiliates under Section 8.01 delivery of this Agreement and Section 8.02 hereof, each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amend- ment or supplement thereto, any other marketing related materials and any "Blue Sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Glasstech Entities and of Cahixx Xxxxxx & Xeinxxx, xxunsel for the Initial Purchaser, (v) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees and reasonable fees and reasonably documented out-of-pocket costs disbursements of counsel to the Initial Purchaser relating thereto, (vii) its expenses and the cost of any private or chartered jets in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative AgentTrustee including fees and expenses of counsel to the Trustee, the Lenders (ix) all expenses and the Collateral Agent listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes and (xi) except as limited by Article VII, delivery, administration all costs and expenses (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement of this Agreement Agreement, the Securities or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, Holding and the Issuer and, after the Effective Time, the Surviving Company shall pay any and all stamp, transfer and other similar taxes (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the other Basic Documents or the issuance of the Securities, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes (other than if such delay is caused by the Initial Purchaser).

Costs, Expenses and Taxes. (a) In addition to (but without duplication of) the rights of indemnification granted to the Collateral Deal Agent, the Administrative Liquidity Agent, the Lenders Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 8.01 and Section 8.02 Article VIII hereof, each of the Borrower and the Servicer Seller agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders Liquidity Agent, and the Collateral Agent Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders Liquidity Agent, and the Collateral Agent Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders Liquidity Agent, and the Collateral Agent Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith in an amount not to exceed $85,000 (excluding any Hedge Agreement) provided that the transaction contemplated herein closes on or before December 29, 1998, and the structure described in the summary of terms does not materially change, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Liquidity Agent, or the Collateral Agent Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedge Agreement); provided, -------- that the fees above other than legal fees may not exceed $5,000 per occurrence and per service provider without FNBNE's consent which shall not unreasonably be withheld.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Each Borrower and the Servicer agrees to pay on demand (a) all reasonable out-of-pocket costs and reasonably documented expenses of the Sole Lead Arranger (including the reasonable fees and charges of counsel for the Sole Lead Arranger and of local counsel, if any, who may be retained by said counsel) incurred on or prior to the Amendment Effective Date in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith and in connection with prior unconsummated financings, (b) all reasonable out-of-pocket costs and expenses of the Administrative AgentAgent (including the reasonable fees and charges of counsel for the Administrative Agent and of local counsel, the Lenders and the Collateral Agent incurred if any, who may be retained by said counsel) in connection with the preparation, execution, delivery, delivery and administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, of this Agreement, the Transaction 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 and the consideration of legal considerations related to any Loan Document), and (c) all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender after an Event of Default in connection with (i) enforcing any Loan Documents or Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of “work-out” or in any insolvency or bankruptcy proceeding; (iii) commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Loan Document, the Obligations, or otherwise related to or arising out of the transactions contemplated hereby or by any of the other documents Loan Documents; and (iv) taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above. Each Lender agrees to reimburse the Administrative Agent for such Lender’s pro rata share (based on its respective Voting Percentage) of any such costs and expenses of the Administrative Agent not paid by the Borrowers. In addition, the Borrowers agree to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith, including, without limitation, . All obligations provided for in this Section 15.6 shall survive repayment of the reasonable Obligations and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the enforcement or potential enforcement termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Backup Servicer, the Collateral Agent, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders and Backup Servicer, the Collateral Agent or the Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement and any indemnification obligations hereunder or under any other Transaction Document).