Common use of Expenses Etc Clause in Contracts

Expenses Etc. (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrowers jointly and severally agree to pay or reimburse each of the Lenders and the Administrative Agent for: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, special New York counsel to JPMCB) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extension of credit hereunder and (ii) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); (b) all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein. The Borrowers hereby jointly and severally agree to indemnify each Agent, each Lender, each of their affiliates and their respective directors, officers, employees, trustees, investment advisors, attorneys and agents (collectively, the development, preparation and execution of“Indemnified Parties”) from, and hold each of them harmless against, any amendmentand all losses, supplement liabilities, claims, damages or modification toexpenses incurred by any of them (including, this Agreement without limitation, any and all losses, liabilities, claims, damages or expenses incurred by any Notes and Agent to any Lender, whether or not such Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other documents prepared in connection herewith proceedings (including any threatened investigation or therewith, and litigation or other proceedings) relating to the consummation and administration extensions of credit hereunder or any actual or proposed use by the Borrowers or any of their Subsidiaries of the transactions contemplated hereby and therebyproceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent Person to be indemnified). No Indemnified Party shall be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any such Bankloss of profits, as the case may be, (B) disputes arising solely between business or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentanticipated savings).

Expenses Etc. Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its paying the reasonable fees and expenses of legal counsel to Agent in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred by Agent in connection with the preparation, documentation, administration and syndication of the Loans or any of the Loan Documents (including, without limitation, the marketing, printing, duplicating, mailing and similar expenses) of the Loans and Letter of Credit Liabilities; (d) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in ss. 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to ss. 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate on each such amount until the date of this Agreement, any Notes, and any reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrower agrees to pay or reimburse Cheniere for: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred of Cheniere (including the reasonable fees and expenses of counsel to Cheniere from time to time, in connection with (i) the negotiation, preparation, execution and delivery of this Note and (ii) any amendment, modification or waiver of any of the terms of this Note, and (b) all reasonable costs and expenses of (including reasonable counsels’ fees and expenses) in connection with (i) any Event of Default and any enforcement or collection proceedings resulting from such Event of Default or in connection with the development, preparation and execution of, and negotiation of any amendment, supplement restructuring or modification to, this Agreement and any Notes and any other documents prepared in connection herewith “work-out” (whether or therewith, and the consummation and administration not consummated) of the transactions contemplated hereby obligations of the Borrower under this Note and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement of this Section 6.3(b) and all transfer, stamp, documentary or preservation other similar taxes, assessments or charges levied by any Government Authority in respect of this Note or any rights under other document referred to in this Agreement with respect Note. The Borrower hereby agrees to such Borrowerindemnify Cheniere and its respective officers, the Notesdirectors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and shall hold each Bank and the Administrative Agent of them harmless from against, any and all recording and filing fees and any and all liabilities with respect tolosses, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, lossesclaims, damages, expenses, obligations, penalties, actions, judgments, suits, costs, out-of-pocket expenses costs or disbursements of any kind or nature whatsoever arising from or (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Maturity Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any claim of third parties with respect to (a) any of the transactions contemplated by this Note or the execution, delivery, enforcement, delivery or performance and administration of this AgreementNote, and (b) the extensions of credit under this Note. Without limiting the generality of the foregoing, the Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any Noteslosses, and liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such other documents (all the foregoing in this clause (iv)losses, collectivelyliabilities, the "indemnified liabilities")claims, PROVIDEDdamages, that each Borrower shall have no obligation hereunder to the Administrative Agent expenses, obligations, penalties, actions, judgments, suits, costs or any Bank with respect to the indemnified liabilities arising from (A) disbursements incurred directly and primarily by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction) (collectively, “Losses”) arising under any Environmental Law including any Environmental Claims or other Losses arising as a result of the Administrative Agent past, present or future operations of the Borrower, or the past, present or future condition of the Project, or any such Bank, as the case may be, (B) disputes arising solely between Release or among the Banks Use or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower threatened Release of any representation, warranty, or covenant under this Agreement, or Hazardous Materials with respect to the Project (D) including any such indemnified liabilities that relate to Release or arise from litigation commenced Use or threatened Release which shall occur during any period when such Indemnitee shall be in possession of any such site or facility following the exercise by any Borrower against the Banks or the Administrative Agent which seeks enforcement Cheniere of any of its rights and remedies under this Note where such Use or Release commenced or occurred prior to such period); provided, however, that the rights of Borrower shall have no such obligation to indemnify any Borrower hereunder or under any Note and is determined adversely Indemnitee to the Banks extent that any such Release or the Administrative Agent in Use is caused by such Indemnitee’s gross negligence or willful misconduct as determined by a final, final non-appealable judgment.

Expenses Etc. The Borrower agrees to pay or reimburse each of the Lenders and the Agent for: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel to the Agent (or such other counsel that the Agent may select from time to time which, so long as no Default has occurred and is continuing, shall be reasonably satisfactory to the Borrower)) and experts (including the Independent Engineer and the Insurance Advisor) engaged by the Agent or the Lenders from time to time, in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the extensions of credit under this Agreement, (ii) any amendment, modification or waiver of any of the terms of this Agreement or any other Transaction Document and (iii) the syndication of Commitments or Loans, (b) all reasonable costs and expenses of the Lenders and the Agent (including reasonable counsels’ fees and expenses and reasonable experts’ fees and expenses) in connection with (i) any Default and any enforcement or collection proceedings resulting from such Default or in connection with the negotiation of any restructuring or “work-out” (whether or not consummated) of the obligations of the Borrower under this Agreement or the obligations of any Project Party under any other Transaction Document and (ii) the enforcement of this Section 11.03(b) and all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Government Authority in respect of this Agreement or any other Transaction Document or any other document referred to in this Agreement or in any such other Transaction Document and all costs, expenses, taxes, assessments and other charges incurred in connection with the developmentany filing, preparation and execution ofregistration, and recording or perfection of any amendment, supplement or modification to, Lien contemplated by this Agreement and any Notes and or any other documents prepared Transaction Document to which the Agent or the Collateral Agent is intended to be a party or any other document referred to in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and or in any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) Transaction Document. The Borrower hereby agrees to indemnify the Agent and each Lender and their respective officers, directors, employees, representatives, attorneys and agents (each, an “Indemnitee”) from, and shall hold each Bank and the Administrative Agent of them harmless from against, any and all recording and filing fees and any and all liabilities with respect tolosses, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, lossesclaims, damages, expenses, obligations, penalties, actions, judgments, suits, costs, out-of-pocket expenses costs or disbursements of any kind or nature whatsoever arising from or (including the reasonable fees and expenses of counsel for each Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party to any such proceeding) that may at any time (including at any time following the Termination Date) be imposed on, asserted against or incurred by an Indemnitee as a result of, or arising out of, or in any way related to or by reason of any claim of third parties with respect to (a) any of the transactions contemplated by this Agreement or by any other Transaction Document or the execution, delivery, enforcement, delivery or performance and administration of this AgreementAgreement or any other Transaction Document, (b) the extensions of credit under this Agreement or the actual or proposed use by the Borrower of any of the extensions of credit under this Agreement or the grant to the Agent or the Collateral Agent for the benefit of, or to any of, the Secured Parties of any Lien on the Collateral or in any other Property of the Borrower or any other Person or any membership, partnership or equity interest in the Borrower or any other Person and (c) the exercise by the Agent or the Collateral Agent (or the other Secured Parties) of their rights and remedies (including foreclosure) under any Security Document (but excluding, as to any Indemnitee, any NotesExcluded Taxes, and any such other documents (all the foregoing in this clause (iv)losses, collectivelyliabilities, the "indemnified liabilities")claims, PROVIDEDdamages, that each Borrower shall have no obligation hereunder to the Administrative Agent expenses, obligations, penalties, actions, judgments, suits, costs or any Bank with respect to the indemnified liabilities arising from (A) disbursements incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction or attributable to actions or events occurring after the Administrative Borrower is divested of the applicable Collateral). Without limiting the generality of the foregoing, the Borrower hereby agrees to indemnify each Indemnitee from, and shall hold each Indemnitee harmless against, any losses, liabilities, claims, damages, reasonable expenses, obligations, penalties, actions, judgments, suits, costs or disbursements described in the preceding sentence (including any Lien filed against the Project by any Government Authority but excluding, as provided in the preceding sentence, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred directly and primarily by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction) (collectively, “Losses”) arising under any Environmental Law including any Environmental Claims or other Losses arising as a result of the past, present or future operations of the Borrower, or the past, present or future condition of the Project, or any Release or Use or threatened Release of any Hazardous Materials with respect to the Project (including any such Release or Use or threatened Release which shall occur during any period when such Indemnitee shall be in possession of any such site or facility following the exercise by the Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement other Secured Party of any of the its rights of any Borrower hereunder and remedies under this Agreement or under any Note and is determined adversely Financing Document or any other Transaction Document where such Use or Release commenced or occurred prior to such period); provided, however, that the Borrower shall have no such obligation to indemnify any Indemnitee to the Banks extent that any such Release or the Administrative Agent in Use is caused by such Indemnitee’s gross negligence or willful misconduct as determined by a final, final non-appealable judgment.

Expenses Etc. (a) Each The Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to pay or reimburse each of the Lenders and the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, paying: (a) the reasonable fees and disbursements expenses of Xxxxx & Xxx Xxxxx PLLC, counsel to the Administrative Agent, in connection with (i) the preparation, execution and delivery of this Agreement and the Notes and the making of the Loans hereunder and (ii) to reimburse each Bank any amendment, modification or waiver (whether or not such amendment, modification or waiver shall become effective) of any of the terms of this Agreement or any of the Notes; (b) all reasonable costs and expenses of the Lenders and the Administrative Agent for all its costs and expenses incurred (including reasonable counsels’ fees) in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, or any of the Notes, ; and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iiic) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in payingtransfer, stamp, excise and documentary or other similar taxes, if any, which may be payable assessments or determined to be payable in connection with the execution and delivery of, charges levied by any governmental or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or revenue authority in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and of the Notes or any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each document referred to herein. The Borrower shall have no obligation hereunder hereby agrees to indemnify the Administrative Agent and each Lender and each of their respective Affiliates, and each of the respective directors, officers, employees, agents and advisors of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any Bank with respect agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the indemnified extent that such losses, claims, damages, liabilities arising or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the gross negligence or willful misconduct of such Indemnitee. To the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed fullest extent permitted by applicable law, unless such failure is attributable the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to a breach by a Borrower of any representationdirect or actual damages) arising out of, warrantyin connection with, or covenant under as a result of, this Agreement, any other Credit Document or (D) any such indemnified liabilities that relate to agreement or arise from litigation commenced by instrument contemplated hereby, the transactions contemplated hereby or thereby, any Borrower against the Banks Loan or the Administrative Agent which seeks enforcement of any use of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentproceeds thereof.

Expenses Etc. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement or the Bonds, including, without limitation: (a) Each Borrower agrees severally the cost and expenses of reproducing this Agreement, of the reproducing and issue of the Bonds, of furnishing all opinions of counsel for the Company and all certificates on behalf of the Company, and of the enforcement of the Company’s performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (pro rata based on their respective Net Asset Valuesb) the cost of delivering to the principal office of each Purchaser, insured to its satisfaction, any Bonds delivered to it upon any substitution of Bonds pursuant to the Indenture and of each Purchaser’s delivering any Bonds, insured to its satisfaction, upon any such substitution; (ic) to reimburse the Administrative Agent reasonable fees, expenses and disbursements of Xxxxxxx and Xxxxxx LLP, special counsel for its the Purchasers, in connection with such transactions and any such amendments or waivers; (d) the reasonable out-of-pocket costs and expenses incurred by each Purchaser or a holder of any Bonds (in its capacity as such) in connection with the development, preparation and execution of, such transactions and any amendmentsuch amendments, supplement waivers or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and consents pursuant to the consummation and administration of the transactions contemplated hereby and therebyprovisions hereof, including, without limitation, any amendments, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the reasonable performance by the Company of its obligations under this Agreement, a Supplement or the Bonds, whether or not any Bonds are then outstanding; and (e) the outlays, counsel fees and disbursements other expenses reasonably made or incurred by the Trustee in and about the execution of counsel the trusts hereby created and any expenses paid and to pay the Administrative Agent, (ii) to reimburse each Bank cost and the Administrative Agent for all its costs and expenses expense incurred in connection with defending against any liability in the enforcement or preservation premises of any rights under this Agreement with respect character whatsoever, unless such liability is adjudicated to such Borrower, have resulted from the Notes, and any such other documents, including, without limitation, negligence or willful default of the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to Trustee. The Company will indemnify and hold each Bank and the Administrative Agent Purchaser harmless from any and against all recording and filing fees and any and all liabilities with claims in respect to, or resulting from any delay in paying, stamp, excise and other taxesof the fees, if any, which may be payable or determined to be of brokers and finders payable in connection with the execution and delivery of, of this Agreement or consummation or administration of any the carrying out of the transactions contemplated byhereby. The Company will also pay, and will save each Purchaser and each holder of any Bonds harmless from, any and all liabilities with respect to any taxes (including interest and penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Bonds and any amendment or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks Agreement or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentBonds.

Expenses Etc. The Borrower agrees to pay or reimburse on demand of the Agent the following: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) the reasonable fees, expenses, disbursements and other charges of Xxxxxxxx & Xxxxxxxx LLP and any legal counsel engaged by the Agent in connection with (i) to reimburse the Administrative Agent for its reasonable preparation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the Loan Documents and the making of the Term Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other Loan Document; (b) all out-of-pocket costs and expenses incurred in connection with (including the developmentfees, preparation disbursements and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements charges of counsel to the Administrative Agent and of one separate counsel for Lenders other than the Agent), in connection with any Default or Event of Default or the enforcement of this Agreement or any other Loan Documents; (iic) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of this Agreement or any other Loan Document; and (d) expenses of due diligence incurred by the Agent prior to reimburse each Bank or as of the Closing Date and the Administrative Borrower agrees to pay or reimburse on demand the Collateral Agent for all its costs out-of-pocket costs, expenses, taxes, assessments and expenses other charges incurred by the Collateral Agent in connection with the enforcement any filing, registration, recording or preservation perfection of any rights under security interest contemplated by this Agreement with respect to such Borroweror any other Loan Document. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the NotesBorrower shall pay (i) all reasonable, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses incurred by the Agent, the Collateral Agent, or their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent or the Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent, the Collateral Agent, or any Lender, including the fees, charges and disbursements of any kind counsel for the Agent, the Collateral Agent and of one separate counsel for Lenders other than the Agent or nature whatsoever arising from the Collateral Agent, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the executionLoans made hereunder, deliveryincluding all such out-of pocket expenses incurred during any workout, enforcementrestructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Borrower under this Section include, performance without limiting the generality of the foregoing, costs and administration of this Agreement, any Notes, and any such other documents expenses (all the foregoing subject to express limitations set forth elsewhere in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Agreement or in any Bank with respect to the indemnified liabilities arising from (Aother Loan Document) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent incurred in a final, non-appealable judgment.connection with:

Expenses Etc. (a) Each The Borrower agrees severally to pay the Bank all fees, as stipulated in this Agreement. The Borrower also agrees to pay all fees (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket including legal fees), costs and expenses incurred by the Bank in connection with the developmentpreparation, preparation negotiation and execution of, and any amendment, supplement or modification to, documentation of this Agreement and any Notes Security and the operation, enforcement or termination of this Agreement and the Security. The Borrower shall indemnify and hold the Bank harmless against any loss, cost or expense incurred by the Bank if any facility under the Credit Facilities is repaid or prepaid other than on its Maturity Date. The determination by the Bank of such loss, cost or expense shall be conclusive and binding for all purposes and shall include, without limitation, any loss incurred by the Bank in liquidating or redeploying deposits acquired to make or maintain any facility. GENERAL INDEMNITY The Borrower hereby agrees to indemnify and hold the Bank and its directors, officers, employees and agents harmless from and against any and all claims, suits, actions, demands, debts, damages, costs, losses, obligations, judgements, charges, expenses and liabilities of any nature which are suffered, incurred or sustained by, imposed on or asserted against any such Person as a result of, in connection with or arising out of i) any Event of Default, ii) the Bank acting upon instructions given or agreements made by electronic transmission of any type, iii) the presence of Contaminants at, on or under or the discharge or likely discharge of Contaminants from, any properties now or previously used by the Borrower or any Guarantor and iv) the breach of or non compliance with any Applicable Law by the Borrower or any Guarantor. AMENDMENTS AND WAIVERS No amendment or waiver of any provision of this Agreement will be effective unless it is in writing, signed by the Borrower and the Bank. No failure or delay, on the part of the Bank, in exercising any right or power hereunder or under any Security shall operate as a waiver thereof. Any amendments requested by the Borrower will require review and agreement by the Bank and its counsel. Costs related to this review will be for the Borrower's account. SUCCESSORS AND ASSIGNS This Agreement shall extend to and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. The Borrower shall not be entitled to assign or transfer any rights or obligations hereunder, without the consent in writing of the Bank. The Bank may assign or transfer all or any part of its rights and obligations under this Agreement to any Person. The Bank may disclose to potential or actual assignees or transferees confidential information regarding the Borrower and any other documents prepared in connection herewith or therewithGuarantor if applicable, (including, any such information provided by the Borrower, and any Guarantor if applicable, to the consummation Bank) and administration shall not be liable for any such disclosure. ESW Canada Inc. -7- March 2, 2007 -------------------------------------------------------------------------------- GAAP Unless otherwise provided, all accounting terms used in this Agreement shall be interpreted in accordance with Canadian Generally Accepted Accounting Principles in effect from time to time, applied on a consistent basis from period to period. Any change in accounting principles or the application of the transactions contemplated hereby and therebyaccounting principles, including, without limitation, the reasonable fees and disbursements use of counsel differential reporting (or any changes to the Administrative Agent, (iiselection of differential reporting options) is only permitted with the prior written consent of the Bank. SEVERABILITY The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and such invalid provision shall be deemed to reimburse each Bank be severable. GOVERNING LAW This Agreement shall be construed in accordance with and governed by the laws of the Province identified in the Governing Law Jurisdiction section of this Agreement and the Administrative Agent for all its costs laws of Canada applicable therein. The Borrower irrevocably submits to the non-exclusive jurisdiction of the courts of such Province and expenses incurred in connection with acknowledges the enforcement or preservation competence of such courts and irrevocably agrees to be bound by a judgment of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentcourt.

Expenses Etc. (a) Each Borrower The Company agrees severally (pro rata based on their respective Net Asset Values) (i) to pay or reimburse each of ------------- the Banks, the Swingline Bank and the Administrative Agent for its paying: (a) the reasonable out-of-pocket fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to the Banks and the Swingline Bank, in connection with (i) the preparation, execution and delivery of this Agreement and the other Credit Documents and the making of the Loans hereunder and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any of the other Credit Documents; (b) all reasonable costs and expenses incurred of the Administrative Agent (including, without limitation, telephone, telex and courier expenses and printing and publishing costs) in connection with the developmentnegotiation, preparation syndication and execution of, and any amendment, supplement or modification to, of this Agreement and the other Credit Documents; (c) all reasonable costs and expenses of the Banks, the Swingline Bank and the Administrative Agent (including reasonable counsels' fees and allocated expenses of in-house lawyers) in connection with the enforcement of this Agreement or any Notes of the other Credit Documents; and (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any of the other Credit Documents or any other documents prepared in connection herewith document referred to herein or therewiththerein. The Company hereby agrees to indemnify the Administrative Agent and each Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the consummation and administration Administrative Agent to any Bank, whether or not the Administrative Agent or any Bank is a party thereto) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loans hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the transactions contemplated hereby and therebyproceeds of any of Credit Agreement ---------------- the Loans hereunder, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure Person to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentbe indemnified).

Expenses Etc. (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDEDprovided, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrower shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses or incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any kind amendments, modifications or nature whatsoever arising from waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by X.X. Xxxxxx Securities LLC, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for X.X. Xxxxxx Securities LLC in connection with the syndication of the credit facilities provided for herein, (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (d) all documented out-of-pocket expenses incurred by the Administrative Agent and/or any Lender (including the fees, disbursements and other charges of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with the enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the executionLoans made hereunder, deliveryincluding all such out-of pocket expenses incurred during any workout, enforcement, performance restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative either Agent for its paying the reasonable fees and expenses of legal counsel to such Agent, together with the reasonable fees and expenses of each local counsel to the Agents, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) either Agent for any Lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) either Agent for reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation documentation, administration and execution of, and syndication of any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, Loan Documents (including, without limitation, the reasonable fees advertising, marketing, printing, publicity, duplicating, mailing and disbursements similar expenses) or any of counsel to the Administrative Agent, Obligations; (iid) to reimburse each Bank and the Administrative either Agent or any Lender for paying all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in payingtransfer, stamp, excise and documentary or other similar taxes, if any, which may be payable assessments or determined to be payable in connection with the execution and delivery of, charges levied by any governmental or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or revenue authority in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Letter of Credit or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent other Loan Document or any such Bankother document referred to herein or therein; (e) any Agent for paying all costs, as the case may beexpenses, (B) disputes arising solely between or among the Banks or solely between any Bank taxes, assessments and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply other charges incurred in connection with any requirement imposed by applicable lawfiling, unless such failure is attributable to a breach by a Borrower registration, recording or perfection of any representation, warranty, or covenant under security interest contemplated by this Agreement, any Security Document or any document referred to herein or therein, and (Df) following the occurrence and during the continuation of an Event of Default, any Lender or either Agent for paying all amounts reasonably expended, advanced or incurred by such indemnified liabilities that relate Lender or such Agent to protect the Collateral, to collect the Obligations or arise from litigation commenced by any Borrower against the Banks to enforce, protect, preserve or the Administrative Agent which seeks enforcement of any of defend the rights of the Lenders or the Agents under this Agreement or any Borrower hereunder or under any Note and is determined adversely other Loan Document, together with interest thereon at the Past Due Rate applicable to the Banks U.S. Loans on each such amount from the due date of payment until the date of reimbursement to such Lender or the Administrative Agent in a final, non-appealable judgmentsuch Agent.

Expenses Etc. Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its paying the reasonable fees and expenses of legal counsel to Agent in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) Agent for any lien search fees; (c) Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication of the Loans or any of the Loan Documents (including, without limitation, the marketing, printing, duplicating, mailing and similar expenses) of the Loans and Letter of Credit Liabilities; (d) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) Agent for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or 57 any document referred to herein and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in ss. 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to ss. 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate on each such amount until the date of this Agreement, any Notes, and any reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. Whether or not the transactions contemplated by this Agreement shall be consummated, the Company will pay all reasonable expenses in connection with such transactions and in connection with any amendments or waivers requested by the Company (whether or not the same become effective) under or in respect of this Agreement, the Indenture or the Bonds, including, without limitation: (a) Each Borrower agrees severally the cost and expenses of preparing and reproducing this Agreement, the Eighteenth Supplemental Indenture and the Bonds, of furnishing all opinions by counsel for the Company and all certificates on behalf of the Company, the cost of obtaining the private placement number from Standard & Poor’s Corporation and of the Company’s performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (pro rata based on their respective Net Asset Valuesb) the fees and costs of the Trustee under the Indenture; (ic) the cost of delivering to reimburse your principal or custodian bank, insured to your satisfaction, any Bonds sold to you hereunder and delivered to you in physical form and delivered in physical form upon any substitution or any exchange or transfer of the Administrative Agent for Bonds pursuant to the Indenture or section 14 and of your obtaining and delivering Bonds, insured to your satisfaction, upon any such substitution or exchange or transfer; (d) the fees and out-of-pocket costs of the Placement Agent, including the reasonable fees, expenses and disbursements of its counsel in connection with such transactions; (e) the reasonable fees, expenses and disbursements of your special counsel in connection with such transactions and any such amendments or waivers; (f) the reasonable out-of-pocket expenses incurred by you in connection with such transactions and any such amendments or waivers; (g) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Bonds or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Bonds, or by reason of being a holder of any Bond; and (h) the costs and expenses, including financial advisors’ fees, incurred in connection with the development, preparation and execution of, and any amendment, supplement insolvency or modification to, this Agreement and any Notes and any other documents prepared bankruptcy of the Company or in connection herewith with any work-out or therewith, and the consummation and administration restructuring of the transactions contemplated hereby and therebyby the Bonds. The Company also will pay, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse will save you and each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation holder of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent Bonds harmless from any and all recording and filing fees and any and all liabilities with respect toto any taxes (including interest and penalties, but excluding taxes based on or resulting from any delay in paying, stamp, excise and other taxes, if any, measured by your net income) which may be payable or determined to be payable in connection with respect of the execution and delivery ofof this Agreement, or consummation or administration of any the Eighteenth Supplemental Indenture, the issue of the transactions contemplated by, Bonds and any amendment or any amendment, supplement or modification of, or any waiver or consent requested by the Company under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks Indenture or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentBonds.

Expenses Etc. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all expenses in connection with such transactions and in connection with any amendments, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company (whether or not the same become effective) under or in respect of this Agreement or the Notes, including, without limitation: (a) Each Borrower agrees severally the cost and expenses of producing and reproducing this Agreement, of the producing and reproducing and issue of the Notes, of furnishing all opinions by counsel for the Company and all certificates on behalf of the Company, and of the Company's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with; (pro rata based on their respective Net Asset Valuesb) the cost of delivering to the principal office of the Purchaser and any institutional investor which is the direct or indirect transferee of the Purchaser, insured to its satisfaction, any Notes delivered to it upon any substitution of Notes pursuant to Section 8 and of the Purchaser's or any such institutional investor's delivering any Notes, insured to its satisfaction, upon any such substitution; (ic) to reimburse the Administrative Agent reasonable expenses and disbursements of counsel for its the Purchaser in connection with such transactions and any such amendments, waivers or consents; and (d) the reasonable out-of-pocket costs and expenses incurred by the Purchaser in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the such transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documentsamendments, includingwaivers or consents. The Company also will pay, without limitationand will save the Purchaser and each holder of any Note or Notes harmless from, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from to (a) any delay in paying, stamp, excise taxes (including interest and other taxes, if any, penalties) which may be payable in respect of the execution and delivery of this Agreement, the issue of the Notes and any amendment, waiver or determined consents under or in respect of this Agreement or the Notes and (b) any claim for any broker's fee, finder's fee or commission claimed or asserted to be payable in connection with the execution and delivery of, sale of the Notes or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, by this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, the preparation, registration and administration of this Agreement and the other Loan Documents or any kind amendments, modifications or nature whatsoever arising from waivers of the provisions hereof or 125 thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of JPMorgan and Deutsche Bank Securities Inc., in connection with the syndication of the credit facilities provided for herein, provided that such fees, charges and disbursements of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (c) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and other charges of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with the enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the executionLoans made or Letters of Credit issued hereunder, deliveryincluding all such out-of pocket expenses incurred during any workout, enforcement, performance restructuring or negotiations in respect of such Loans or Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative any Agent for its paying the reasonable fees and expenses of legal counsel to such Agent, together with the reasonable fees and expenses of each local counsel to such Agent, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) any Agent for any Lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) any Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication of any of the Loan Documents (including, without limitation, the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) or any of the Obligations; (d) any Agent or any Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) any Agent for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or therein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or any Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agents under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or such Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in Section 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to Section 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-customary out- of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or such Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate applicable to U.S. Loans on each such amount from the due date of this Agreement, any Notes, and any payment until the date of reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses or incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any kind amendments, modifications or nature whatsoever arising from waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by X.X. Xxxxxx Securities Inc., Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for each of X.X. Xxxxxx Securities Inc. and Deutsche Bank Securities Inc., in connection with the syndication of the credit facilities provided for herein, provided that such fees charges and disbursement of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (c) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank and/or any Lender (including the fees, disbursements and other charges of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with the enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the executionLoans made or Letters of Credit issued hereunder, deliveryincluding all such out-of pocket expenses incurred during any workout, enforcement, performance restructuring or negotiations in respect of such Loans or Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. (a) Each Borrower agrees severally (pro rata based to pay or reimburse Administrative Agent and the Lenders on their respective Net Asset Values) demand for paying (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, Administrative Agent (including, without limitation, the reasonable fees and disbursements actual expenses of counsel to its attorneys) in connection with (x) the Administrative Agentnegotiation, preparation, execution and delivery of this Agreement and the other Basic Documents and the making of the Loans hereunder and (y) the negotiation and preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Basic Documents (whether or not consummated); (ii) to reimburse each Bank and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, Administrative Agent (including, without limitation, reasonable counsels' fees and expenses) in connection with (x) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of Borrower hereunder and (y) the enforcement of this Section 12.03; (iii) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Federal, New York State or local governmental or revenue authority in respect of this Agreement or any of the other Basic Documents or any other document referred to herein or therein (but not including any income or franchise tax) and all costs, expenses, taxes, assessments and other charges heretofore or at any time hereafter properly incurred with respect to any filing, registration, recording or perfection of any security interest contemplated by any Basic Document or any other document referred to therein; (iv) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgage; and (v) all fees and disbursements of counsel each title company, engineer, surveyor and environmental engineering concern referred to each Bank and in this Agreement. Additionally, Borrower agrees that upon me request of counsel to the Administrative Agent, at the direction of the Required Lenders, the Borrower shall consent to any reasonable amendments or modifications to this Agreement and the Basic Documents that are merely required to facilitate the sale by a Lender that is a party to this Agreement on the date hereof (iiihereinafter "Original Lender") to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined an Eligible Assignee pursuant to be payable in connection with the execution and delivery of, or consummation or administration 12.06 of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, . Borrower further covenants and any such other documents with respect agrees to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, pay all of Original Lender's actual out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance such sales (including Original Lender's reasonable legal fees and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (ivdisbursements), collectively, the "indemnified liabilities"), PROVIDED; provided however, that each Borrower such out-of-pocket costs and expenses (including Original Lender's reasonable legal fees and disbursements) shall have no obligation hereunder to not exceed $15,000.00 ("Syndication Expense Cap") in the Administrative Agent or any Bank aggregate with respect to the indemnified liabilities arising from (A) the gross negligence any one or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentmore sales.

Expenses Etc. Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the any Administrative Agent for its paying the reasonable fees and expenses of legal counsel to such Administrative Agent, together with the reasonable fees and expenses of each local counsel to such Administrative Agent, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) any Administrative Agent for any Lien search fees incurred while an Event of Default exists, and reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and pre-Effective Date syndication of any of the Loan Documents (including, without limitation, the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) or any of the Obligations; (c) any Administrative Agent or any Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (d) any Administrative Agent for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any document referred to herein or therein, and (e) following the occurrence and during the continuation of an Event of Default, any Lender or any Administrative Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or such Administrative Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the collateral, if applicable, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Administrative Agents under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement such Lender's or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the such Administrative Agent's participation as a member of a creditor's committee in a case commenced under the Bankruptcy Code or other similar law, (ii) to reimburse each Bank and the Administrative Agent for all its costs fees and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in Section 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to Section 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or such Administrative Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Default Rate applicable to U.S. Loans on each such amount from the due date of this Agreement, any Notes, and any payment until the date of reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Company agrees to pay or reimburse (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its paying all reasonable out-of-pocket costs and expenses incurred of the Administrative Agent (including, without limitation, the reasonable fees and expenses of Vedder, Xxxxe, Kaufman, Kammholz & Day, special New York counsel to the Lenders), in connection with (i) the developmentnegotiation, preparation preparation, execution and execution of, delivery of this Agreement and the Notes and the making of the Loans hereunder and (ii) any amendment, supplement modification or modification to, waiver of any of the terms of this Agreement or any of the Notes; (b) each of the Lenders and the Administrative Agent for all reasonable costs and expenses of the Lenders and the Administrative Agent (including reasonable counsels' fees) in connection with (i) any Default and any Credit Agreement ---------------- 54 -50- enforcement or collection proceedings resulting therefrom and (ii) the enforcement of this Section 11.03; and (c) each of the Lenders and the Administrative Agent for all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the Notes and or any other documents prepared in connection herewith or therewithdocument referred to herein. The Company hereby agrees to indemnify the Administrative Agent and each Lender and their respective directors, officers, employees and agents for, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them (including any and all losses, liabilities, claims, damages or expenses incurred by the consummation and administration Administrative Agent to any Lender) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the extensions of credit hereunder or any actual or proposed use by the Company or any of its Subsidiaries of the transactions contemplated hereby and therebyproceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure Person to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentbe indemnified).

Expenses Etc. The Borrower agrees to pay or reimburse: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for paying all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of McCarthy Tetrault LLP, special counsel to the Administrative Agent) ix xxxxxxtxxx xxxx (i) the -54- negotiation, preparation, execution and delivery of this Agreement and the making of the Loans hereunder and (ii) the negotiation and preparation of any modification, supplement or waiver of any of the terms of this Agreement (whether or not consummated); (b) each Bank and the Administrative Agent for paying its reasonable out-of-pocket costs and expenses incurred (including, without limitation, the reasonable fees and expenses of its legal counsel) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, (ii) the developmentnegotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of any Borrower hereunder and (iii) the enforcement of this Section 12.03; and (c) each Bank and the Administrative Agent for paying all transfer, preparation stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other document referred to herein. The Borrower hereby agrees to indemnify the Administrative Agent and execution ofeach Bank and their respective directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any amendmentand all losses, supplement liabilities, claims, damages and expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages and expenses incurred by the Administrative Agent to any Bank, whether or modification to, this Agreement and not the Administrative Agent or any Notes and Bank is a party thereto) arising out of or by reason of any investigation or litigation or other documents prepared in connection herewith proceedings (including any threatened investigation or therewith, and litigation or other proceedings) relating to the consummation and administration extensions of credit hereunder or any actual or proposed use by the Borrower or any of its Subsidiaries of the transactions contemplated hereby and therebyproceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Borrower will indemnify the Administrative Agent and each Bank from, and hold the Administrative Agent and each Bank harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Borrower or any of its Subsidiaries (or any predecessor in interest to the Borrower or any of its Subsidiaries), or the past, present or future condition of any site or facility owned, operated or leased by the Borrower or any of its Subsidiaries (or any such Bankpredecessor in interest), as or any release (within the case may bemeaning of any Environmental Law) or threatened release of any hazardous materials (within the meaning of any Environmental Law) from any such site or facility, (B) disputes arising solely between including any such release or among the Banks or solely between threatened release which shall occur during any Bank and the Administrative Agent, (C) period when the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower Bank shall be in possession of any representation, warranty, such site or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced facility following the exercise by any Borrower against the Banks or the Administrative Agent which seeks enforcement or any Bank of any of the its rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentremedies hereunder.

Expenses Etc. Except as otherwise provided in the Reorganization Plan with respect to the fees and expenses of the Purchasers prior to the Effective Date, whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of a special counsel (and, if reasonably required, local or other counsel) for all of the holders of Notes) incurred by the Purchasers in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or the other Basic Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses (including taxes, and insurance premiums) incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or the other Basic Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or the other Basic Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors' fees, incurred in connection with the development, preparation and execution of, and insolvency or bankruptcy of the Company or any amendment, supplement Subsidiary or modification to, this Agreement and any Notes and any other documents prepared in connection herewith with any work-out or therewith, and the consummation and administration restructuring of the transactions contemplated hereby hereby, by the Notes or by the other Basic Documents, (c) all transfers, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement, the Notes or the other Basic Documents or any other document referred to herein or therein and therebyall costs, includingexpenses, without limitationtaxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Basic Document or any other document referred to therein, and (d) all costs, expenses and other charges in respect of title insurance and surveys procured with respect to the Liens created pursuant to the Security Documents. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you). The Company will pay all of the costs, expenses and fees of the Collateral Agent and the Note Agent, including the reasonable fees and disbursements expenses of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bankcounsel, as provided for in the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentSecurity Documents.

Expenses Etc. Whether or not the transactions contemplated hereby shall be consummated, the Company will pay all expenses incurred by Purchaser in connection with such transactions and in connection with any amendments or waivers (whether or not the same become effective) and in connection with the enforcement of any of Purchaser's rights under or in respect hereof or the Notes, including, without limitation: (a) Each Borrower agrees severally the cost and expenses of preparing and reproducing this Agreement and the other Loan Documents, of furnishing all opinions by counsel for the Company (pro rata based including any opinions requested by Purchaser's special counsel as to any legal matter arising hereunder) and all certificates on their respective Net Asset Valuesbehalf of the Company; (b) the cost of delivering to your principal office, insured to your satisfaction, the Notes sold to you hereunder and any Notes delivered to you upon any substitution thereof pursuant hereto or thereto and of your delivering any Notes, insured to your satisfaction, upon any such substitution; (ic) to reimburse the Administrative Agent reasonable fees, expenses and disbursements of Purchaser's special counsel in connection with such transactions and any such amendments or waivers; (d) the cost and expenses of obtaining a Private Placement Number for its the Notes; (e) the reasonable out-of-pocket expenses incurred by Purchaser in connection with such transactions and any such amendments or waivers; and (f) costs and expenses, including attorneys' fees, incurred by Purchaser which shall hold any Notes in enforcing any rights under any Loan Documents or in responding to any subpoena or other legal process issued in connection with this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby or by reason of Purchaser's having acquired any Note, including without limitation, costs and expenses incurred in connection with any bankruptcy case. The Company also agree to pay the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses or other taxes, fees and charges incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrowerthe recording, registering or filing of financing statements in respect of any Lien created by or to be maintained under any Security Document and compliance with all statutes and regulations as may be necessary or desirable in order to establish, protect, perfect and preserve any Lien created by or to be maintained under any Security Document and the rights of the holders of the Notes. The Company also will pay, and will save Purchaser and each holder of any such other documentsNotes harmless from, includingall claims in respect of the fees, without limitationif any, the fees of brokers and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees finders and any and all liabilities with respect to, or resulting from to any delay in paying, stamp, excise taxes including interest and other taxes, if any, penalties) which may be payable or determined to be payable in connection with respect of the execution and delivery ofhereof, or consummation or administration of any the issue of the transactions contemplated by, Notes hereunder and any amendment or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses hereof or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentNotes.

Expenses Etc. The Company agrees to pay (or reimburse each of the Bank Parties for paying): (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, Administrative Agent or the Letter of Credit Agent (including the reasonable fees and disbursements expenses of counsel to Xxxxxxxx & Xxxxxx, P.C., their counsel, as contemplated in a letter agreement of even date herewith between the Company and the Administrative Agent) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Extensions of Credit hereunder and (ii) to reimburse each Bank and any amendment, modification or waiver of any of the Administrative Agent for terms of this Agreement or any of the other Loan Documents; (b) all its reasonable costs and expenses incurred of the Bank Parties (including reasonable attorneys' fees) in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any defense of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (Loan Documents and their respective affiliates, directors, officers, agents rights and employees remedies thereunder (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")including any determination of whether or how to carry out such enforcement or defense) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with any workout or restructuring or any bankruptcy proceeding relating to the executionCompany, deliveryany Default, enforcementor any Loan Document; and (c) all transfer, performance and administration stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Notesof the other Loan Documents or any other document referred to herein. If the Company fails to pay any expenses, and attorneys' fees or other amounts it is required to pay under any such other documents (all the foregoing in this clause (iv)Loan Document, collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to may pay the indemnified liabilities arising from (A) the gross negligence or willful misconduct of same. The Company shall immediately reimburse the Administrative Agent or for any such Bank, as payments and each amount paid by the case may be, (B) disputes arising solely between or among Administrative Agent shall constitute an Obligation owed hereunder which is due and payable on the Banks or solely between any Bank and date such amount is paid by the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely . The Company hereby promises to the Banks Bank Parties to pay interest at the applicable Post-Default Rate on all Obligations which the Company has in this Agreement promised to pay (including Obligations to pay fees or to reimburse or indemnify any Indemnified Party) and which are not paid when due. Such interest shall accrue from the Administrative Agent in a final, non-appealable judgmentdate such Obligations become due until they are paid.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, the preparation, registration and administration of this Agreement and the other Loan Documents or any kind amendments, modifications or nature whatsoever arising from waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of JPMorgan and Deutsche Bank Securities Inc., in connection with the syndication of the credit facilities provided for herein, provided that such fees, charges and disbursements of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (c) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and other charges of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with the enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the executionLoans made or Letters of Credit issued hereunder, deliveryincluding all such out-of-pocket expenses incurred during any workout, enforcement, performance restructuring or negotiations in respect of such Loans or Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) The Company will pay (i) all reasonable costs and other expenses incurred from time to reimburse time by the Administrative Agent for Company in connection with the Company's performance of and compliance with all agreements and conditions contained herein on its part to be performed or complied with (including the reasonable costs and expenses of its counsel incurred in connection with the review and negotiation of this Agreement and the Related Agreements), (ii) all reasonable out-of-pocket costs and expenses incurred by CB Capital in connection with the development, preparation and execution of, and any amendment, supplement or modification to, transactions contemplated by this Agreement and the Related Agreements (including all reasonable fees and expenses incurred by CB Capital in connection with its due diligence investigation of the Company and all reasonable fees and expenses of O'Suxxxxxx Xxxev & Karabell, LLP (counsel to CB Capital)), (iii) the actual costs and expenses (including fees and expenses of counsel) incurred by the Purchasers in connection with any Notes and amendment or waiver of, or enforcement of, this Agreement, the Related Agreements or any other documents prepared in connection herewith or therewith, and the consummation and administration of agreement relating to the transactions contemplated hereby and or thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (iiiv) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement any stamp or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, similar taxes which may be payable or determined to be payable in connection with the execution and execution, delivery of, or consummation performance of this Agreement or administration of any of the transactions contemplated by, Related Agreements or any amendmentmodification, supplement amendment or modification ofalteration of the terms or provisions hereof or thereof, or (v) any waiver or consent under or issue taxes which may be determined to be payable in respect of, this Agreement, any Notesof the issuance and sale of the Purchased Units to the Purchasers, and (vi) the reasonable costs and expenses incurred by each Purchaser in any such other documents filing with any governmental authority with respect to such Borrower, and (iv) to indemnify and hold each Bank and its investment in the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from Company or in connection any other filing with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank governmental authority with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any Company that mentions such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentPurchaser.

Expenses Etc. Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, the Borrowers shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative either Agent for its paying the reasonable fees and expenses of legal counsel to such Agent, together with the reasonable fees and expenses of each local counsel to the Agents, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto), the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) either Agent for any Lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) either Agent for reasonable out-of-pocket costs and expenses incurred in connection with the developmentpreparation, preparation documentation, administration and execution of, and syndication of any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, Loan Documents (including, without limitation, the reasonable fees advertising, marketing, printing, publicity, duplicating, mailing and disbursements similar expenses) or any of counsel to the Administrative Agent, Obligations; (iid) to reimburse each Bank and the Administrative either Agent or any Lender for paying all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in payingtransfer, stamp, excise and documentary or other similar taxes, if any, which may be payable assessments or determined to be payable in connection with the execution and delivery of, charges levied by any governmental or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or revenue authority in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any NotesLetter of Credit or any other Loan Document or any other document referred to herein or therein; (e) any Agent for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any document referred to herein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or either Agent for paying all amounts reasonably expended, advanced or incurred by such other documents (all Lender or such Agent to collect the foregoing in this clause (iv)Obligations or to enforce, collectivelyprotect, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent preserve or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of defend the rights of the Lenders or the Agents under this Agreement or any Borrower hereunder or under any Note and is determined adversely other Loan Document, together with interest thereon at the Past Due Rate applicable to the Banks U.S. Loans on each such amount from the due date of payment until the date of reimbursement to such Lender or the Administrative Agent in a final, non-appealable judgmentsuch Agent.

Expenses Etc. The Borrower shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, the preparation, registration and administration of this Agreement and the other Loan Documents or any kind amendments, modifications or nature whatsoever arising from waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and documented out-of-pocket expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel for each of JPMorgan and Deutsche Bank Securities Inc., in connection with the syndication of the credit facilities provided for herein, provided that such fees, charges and disbursements of counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the aggregate, (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (d) all documented out-of-pocket expenses incurred by the Administrative Agent and/or any Lender (including the documented or invoiced fees, disbursements and other charges of (i) any counsel for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each jurisdiction (including any state) where any Obligor or any Subsidiary of an Obligor is organized, has its chief executive office or has assets with a material value) in connection with the enforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the executionLoans made hereunder, deliveryincluding all such out-of pocket expenses incurred during any workout, enforcement, performance restructuring or negotiations in respect of such Loans; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. The Borrower agrees to pay or reimburse the Lender for paying: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse $20,000 in fees and expenses incurred by the Administrative Agent for its Lender in connection with the negotiation and preparation of this Agreement and all reasonable out-of-pocket costs and expenses incurred of the Lender in connection any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents; (b) all reasonable out-of-pocket costs and expenses of the Lender (including, without limitation, reasonable counsels' fees) in connection with (i) any Unmatured Default or Event of Default and any enforcement or collection proceedings resulting therefrom or in connection with the developmentprotection or preservation of rights or interests or the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrower hereunder and under the other Loan Documents and (ii) the enforcement of this Section 10.03; and (c) all transfer, preparation stamp, documentary or similar taxes, assessments or charges levied by any Governmental Entity in respect of any of the Loan Documents or any other document referred to herein. The Borrower hereby agrees (i) to indemnify the Lender and execution ofits partners, and any amendmenttheir respective directors, supplement or modification toofficers, this Agreement employees, attorneys and any Notes and any other documents prepared in connection herewith or therewithagents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) (whether or not the consummation and administration Lender or such other indemnified Person is a party thereto) relating to the extensions of credit hereunder or any actual or proposed use by the Borrower of the transactions contemplated hereby and therebyproceeds of any of the extensions of credit hereunder or otherwise relating to this Agreement, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent Person to be indemnified) and (ii) not to assert any claim against the Lender, any of its affiliates, or any such Bankof its respective directors, as the case may beofficers, (B) disputes employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising solely between out of or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure otherwise relating to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of transactions contemplated herein or in any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother Loan Document.

Expenses Etc. Whether or not any Loan is ever made or any Letter of Credit ever issued, Borrower shall pay or reimburse within 10 Business Days after written demand (a) Each Borrower agrees severally Agent and each Lender for paying the reasonable fees and expenses of legal counsel, together with the reasonable fees and expenses of each local counsel, in connection with the preparation, negotiation, execution and delivery of this Agreement (pro rata based on their respective Net Asset Valuesincluding the exhibits and schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) Agent and each Lender for any reasonable and customary lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (ic) to reimburse the Administrative Agent and each Lender for its reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication of the Loans or any of the Loan Documents (including, without limitation, the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) of the Loans and Letter of Credit Liabilities; (d) Agent and each Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) Agent and each Lender for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any Lien contemplated by this Agreement, any Security Document or any document referred to herein or therein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other Loan Document, including, without limitation, fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in (S) 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to (S) 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, reasonable and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate on each such amount from the due date until the date of this Agreement, any Notes, and any reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. Whether or not any Loan is ever made or any Letter of Credit ever issued, the Borrower shall pay or reimburse on demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its paying the reasonable fees and expenses of legal counsel to the Agent, together with the reasonable fees and expenses of each local counsel to the Agent, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits, annexes and schedules hereto), the Security Documents and the other Loan Documents and the making of the Loans and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) the Agent for any lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums required in connection with any of the Loan Documents; (c) the Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication of the Loans or any of the Loan Documents (including the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) of the Loans and Letter of Credit Liabilities; (d) the Agent or any Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) the Agent or any Lender for paying all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement, any Security Document or any document referred to herein or therein, and (f) any Lender or the Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of the Borrower under this Agreement or any other Loan Document, to protect the Collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of such Lender or Agent under this Agreement or any other Loan Document, including reasonable fees and expenses incurred in connection with such Lender's or Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in ss. 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to ss. 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate on each such amount until the date of this Agreement, any Notes, and any reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. Whether or not any Loan is ever made or any Bankers' Acceptances ever accepted and purchased or any Letter of Credit ever issued, Borrowers shall pay or reimburse within 10 days after written demand (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative any Agent for its paying the reasonable fees and expenses of legal counsel to such Agent, together with the reasonable fees and expenses of each local counsel to such Agent, in connection with the preparation, negotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other Loan Documents and the making of the Loans and the acceptance and purchase of Bankers' Acceptances and the issuance of Letters of Credit hereunder, and any modification, supplement or waiver of any of the terms of this Agreement, the Letters of Credit or any other Loan Document; (b) any Agent for any reasonable Lien search fees, collateral audit fees, appraisal fees, survey fees, environmental study fees, and title insurance costs and premiums; (c) any Agent for reasonable out-of-pocket costs expenses incurred in connection with the preparation, documentation, administration and syndication of any of the Loan Documents (including, without limitation, the advertising, marketing, printing, publicity, duplicating, mailing and similar expenses) or any of the Obligations; (d) any Agent or any Lender for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any Letter of Credit or any other Loan Document or any other document referred to herein or therein; (e) any Agent for paying all reasonable costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any document referred to herein, and (f) following the occurrence and during the continuation of an Event of Default, any Lender or any Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of any Obligor under this Agreement or any other Loan Document, to protect collateral, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agents under this Agreement or any other Loan Document, including, without limitation, reasonable fees and expenses incurred in connection with such Lender's or such Agent's participation as a member of a creditor's committee in a case commenced under the developmentBankruptcy Code or other similar law, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with lifting the enforcement or preservation automatic stay prescribed in ss. 362 of any rights under this Agreement with respect to such Borrower, the Notes, Bankruptcy Code and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable expenses incurred in connection with the execution and delivery of, or consummation or administration of any action pursuant to ss. 1129 of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, Bankruptcy Code and any such all other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, customary out-of-pocket expenses incurred by such Lender or disbursements of any kind or nature whatsoever arising from or such Agent in connection with such matters, together with interest thereon at the execution, delivery, enforcement, performance and administration Past Due Rate applicable to U.S. Loans on each such amount from the due date of this Agreement, any Notes, and any payment until the date of reimbursement to such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment.

Expenses Etc. The Borrower agrees to pay or reimburse the Bank for paying: (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable out-of-pocket costs and expenses incurred of the Bank (including the reasonable fees and expenses of Milbank, Tweed, Hadlxx & XcClxx, xxecial New York counsel to the Bank, of Kim & Xhanx, xxecial Korean counsel to the Bank, and of Puno & Puno, special Philippine counsel to the Bank), in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and the Guarantee and the making of the Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or the Guarantee; (b) all reasonable costs and expenses of the Bank (including reasonable counsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the developmentnegotiation of any restructuring (whether or not consummated) of the obligations of the Borrower hereunder and (ii) the enforcement of this Section 10.03; and (c) all transfer, preparation stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or the Guarantee or any other document referred to herein or therein. The Borrower agrees to pay, or reimburse each Participant (as defined in Section 10.06(c) hereof) that shall have become a Participant on or prior to the Closing Date for paying, all reasonable out-of-pocket costs and expenses of such Participant (including all reasonable fees and expenses of legal counsel, if any) in connection with the negotiation, preparation, execution ofand delivery of the participation agreement relating hereto to which such Participant is party. The Borrower hereby agrees (i) to indemnify the Bank and its respective directors, officers employees, attorneys and agents from, and hold each of them harmless against, any amendmentand all losses, supplement liabilities, claims, damages or modification to, this Agreement and expenses incurred by any Notes and of them (whether or not the Bank is a party thereto) arising out of or by reason of any investigation or litigation or other documents prepared in connection herewith proceedings (including any threatened investigation or therewith, and litigation or other proceedings) relating to the consummation and administration extensions of credit hereunder or any actual or proposed use by the Borrower of the transactions contemplated hereby and therebyproceeds of any of the extensions of credit hereunder, including, without limitation, the reasonable fees and disbursements disbursements, of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such investigation or litigation or other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, proceedings (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and but excluding any such other documents with respect to such Borrowerlosses, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt other liabilities, obligationsclaims, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket damages or expenses or disbursements incurred by reason of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent Person to be indemnified) and (ii) not to assert any claim against the Bank, any of its affiliates, or any such Bankof their respective directors, as the case may beofficers, (B) disputes employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising solely between out of or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure otherwise relating to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder transactions contemplated herein or under any Note and is determined adversely to in the Banks or the Administrative Agent in a final, non-appealable judgmentGuarantee.

Expenses Etc. (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and any Notes and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of counsel to the Administrative Agent, (iii) to indemnify and hold each Bank and the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such Borrower, and (iv) to indemnify and hold each Bank and the Administrative Agent (and their respective affiliates, directors, officers, agents and employees (collectively with the Administrative Agent and the Banks, the "Indemnified Parties")) harmless from and against any and alt all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDEDprovided, that each Borrower shall have no obligation hereunder to the Administrative Agent or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgment. (b) Notwithstanding any other provision in this Agreement to the contrary, to the extent any obligation to reimburse or indemnify any Indemnified Party that arises pursuant to Section 11.3(a) hereto is not attributable to any particular Borrower, then such reimbursement or indemnification shall be made by each Borrower (pro rata based on their respective Net Asset Values). To the extent any such obligation to reimburse or indemnify any Indemnified Party is attributable to one or more Borrowers, then such reimbursement or indemnification shall be made ratably by each such Borrower.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to reimburse the Administrative Agent for its all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent, the Term Lenders and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for each of the Administrative Agent, the Collateral Agent, and the Term Lenders, in connection with the developmentsyndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, preparation the preparation, registration and execution of, and any amendment, supplement or modification to, administration of this Agreement and the other Loan Documents or any Notes and any other documents prepared in connection herewith amendments, modifications or therewith, and waivers of the consummation and administration of provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) all reasonable and therebydocumented out-of-pocket expenses incurred by the Lead Arrangers (including but not limited to reasonable and documented expenses of due diligence investigation, includingsyndication expenses, without limitationtravel expenses and fees, disbursements and other charges of counsel) in connection with the syndication of the credit facilities provided for herein, (c) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (d) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, the reasonable fees Collateral Agent, any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and disbursements other charges of (i) one counsel to for the Administrative Agent, (ii) to reimburse each Bank and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement with respect to such Borrower, the Notes, and any such other documents, including, without limitation, the fees and disbursements of counsel to each Bank and of one counsel to the Administrative AgentTerm Lenders licensed in the State of New York and in Bermuda and Ireland, (iii) to indemnify and hold each Bank and Evercore as the Administrative Agent harmless from any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with financial advisor for the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, and any such other documents with respect to such BorrowerTerm Lenders, and (iv) to indemnify and hold each Bank and the extent the Administrative Agent (and their respective affiliatesdeems necessary, directors, officers, agents and employees (collectively with one counsel to the Administrative Agent and where any Obligor is organized, has its chief executive office or has assets with a material value) in connection with the Banksenforcement, collection or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section, or in connection with the "Indemnified Parties")) harmless from and against any and alt other liabilitiesLoans made or Letters of Credit issued hereunder, obligations, losses, damages, penalties, actions, judgments, suits, costs, including all such out-of-pocket expenses incurred during any workout, restructuring or disbursements negotiations in respect of any kind such Loans or nature whatsoever arising from or in connection with the execution, delivery, enforcement, performance Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and administration of this Agreement, any Notes, and any such other documents (all the foregoing in this clause (iv), collectively, the "indemnified liabilities"), PROVIDED, that each Borrower shall have no obligation hereunder expenses related to the Administrative Agent replacement of such Defaulting Lender or any Bank with respect to the indemnified liabilities arising from (A) the gross negligence or willful misconduct of the Administrative Agent or any such Bank, as the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed by applicable law, unless such failure is attributable to a breach by a Borrower of any representation, warranty, or covenant under this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks or the Administrative Agent which seeks enforcement of any of the rights of any Borrower hereunder or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentother matters incidental thereto.

Expenses Etc. Whether or not the transactions contemplated hereby are consummated, the Company agrees (a) Each Borrower agrees severally (pro rata based on their respective Net Asset Values) (i) to pay or reimburse the Administrative Agent for its reasonable all out-of-pocket costs and expenses (including the fees of special and local counsel to the Purchasers) incurred by each Purchaser, each holder of Notes, the Collateral Agent and the Account Agent in connection with the development, preparation and execution of, and any amendment, supplement or modification to, or waivers or consents in respect of, this Agreement and any Notes the other Note Purchase Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, including the reasonable fees and disbursements of counsel the Account Agent and the Collateral Agent and filing and recording fees and expenses, if any, with statements with respect to the Administrative Agentforegoing to be submitted to the Company prior to each Closing Date (in the case of amounts to be paid on a Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Account Agent or the Required Holders shall deem appropriate, (iib) to pay or reimburse each Bank holder and the Administrative Account Agent for all its costs and expenses incurred in connection with the enforcement or preservation of (or determining whether or how to enforce or preserve) any rights under this Agreement with respect to such BorrowerAgreement, the Notes, other Note Purchase Documents and any such other documents, including, without limitation, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Bank and of counsel holder or to the Administrative Account Agent, (iiic) to indemnify pay, indemnify, and hold each Bank and the Administrative Agent holder harmless from from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any Notes, the other Note Purchase Documents and any such other documents with respect to such Borrower, and (ivd) to indemnify pay, indemnify, and hold each Bank and the Administrative Agent (holder and their respective affiliatesofficers, directors, officersemployees, affiliates, agents and employees controlling persons (collectively with the Administrative Agent and the Bankseach, the "Indemnified Parties")an “Indemnitee”) harmless from and against any and alt all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, out-of-pocket expenses or disbursements of any kind or nature whatsoever arising from or in connection with respect to the execution, delivery, enforcement, performance and administration of this Agreement, any Notes, the other Note Purchase Documents and any such other documents documents, including any of the foregoing relating to the use of proceeds of the Notes or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Guarantor or the Company or any of its Subsidiaries under any Note Purchase Document (all the foregoing in this clause (ivd), collectively, the "indemnified liabilities"“Indemnified Liabilities”), PROVIDEDprovided, that each Borrower the Company and its Subsidiaries shall have no obligation hereunder to the Administrative Agent or any Bank Indemnitee with respect to Indemnified Liabilities to the indemnified liabilities arising extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely from (A) the gross negligence or willful misconduct of such Indemnitee. Without limiting the Administrative Agent or any such Bankforegoing, as and to the case may be, (B) disputes arising solely between or among the Banks or solely between any Bank and the Administrative Agent, (C) the Administrative Agent or any Bank's failure to comply with any requirement imposed extent permitted by applicable law, unless such failure is attributable each of the General Partner, the Guarantor and the Company agrees not to a breach assert, and to cause each Subsidiary of the Company not to assert, and hereby waives, and agrees to cause each Subsidiary of the Company to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 16 shall be payable not later than ten (10) days after written demand therefor. The agreements in this Section 16 shall survive: transfer or sale of Notes by a Borrower holder and repayment of the Notes and all other amounts payable hereunder; the enforcement, amendment or waiver of any representation, warranty, or covenant under provision of this Agreement, or (D) any such indemnified liabilities that relate to or arise from litigation commenced by any Borrower against the Banks Note Purchase Document or the Administrative Agent which seeks enforcement Notes; and the termination of any of the rights of any Borrower hereunder this Agreement or under any Note and is determined adversely to the Banks or the Administrative Agent in a final, non-appealable judgmentPurchase Document.