Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and JPMorgan for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by JPMCB from information furnished to it by or on behalf of the Borrowers, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a3) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders each Lender and the Issuers each Issuer for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders such Lender and the Issuerssuch Issuer, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders such Lender or the Issuerssuch Issuer) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges costs and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges costs and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB the Agent from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB the Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a3) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders each Lender and the Issuers each Issuer for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders such Lender and the Issuerssuch Issuer, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders such Lender or the Issuerssuch Issuer) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe LC Issuer, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s or any of its Subsidiary's assets for internal use by JPMCB JPMorgan from information furnished to it by or on behalf of the BorrowersBorrower and its Subsidiaries, after JPMCB JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders and the LC Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders and the Issuers, LC Issuers which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders or and the LC Issuers) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any LC Issuer in connection with the collection and enforcement of the Loan DocumentsDocuments (including any workout or restructuring). Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB JPMorgan Chase Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB JPMorgan Chase Bank from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB JPMorgan Chase Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys' fees and out-of-pocket expenses (including attorneys’ of and fees for other advisors and time charges of attorneys for professionals engaged by the Administrative Agent, which attorneys may be employees of Agent or the Administrative AgentArranger) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, modification and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the Issuersexpenses) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB JPMorgan Chase may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB JPMorgan Chase from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB JPMorgan Chase has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a2) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders each Lender and the Issuers each Issuer for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders such Lender and the Issuerssuch Issuer, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders such Lender or the Issuerssuch Issuer) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe LC Issuer, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall Each Borrower jointly and severally agrees to reimburse the Administrative Agent and JPMorgan the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents. Each Borrower also jointly and severally agrees to reimburse the Agent, the Arrangers and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent, the Arrangers or the Lenders) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arrangers or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Each Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ such Borrower’s assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowerssuch Borrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arrangers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative AgentAgent and the Arrangers, which attorneys may be employees of the Administrative AgentAgent or the Arrangers) paid or incurred by the Administrative Agent or JPMorgan the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders LC Issuers and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders LC Issuers and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders LC Issuers or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe Arrangers, the LC Issuers or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB the Administrative Agent from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB the Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuersa Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include reasonable costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB JPMorgan from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall Each Borrower jointly and severally agrees to reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents. Each Borrower also jointly and severally agrees to reimburse the Agent, the Arranger and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arranger and the Lenders, which attorneys may be employees of the Administrative Agent, the Arranger or the Lenders) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Each Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”"REPORTS") pertaining to the Borrowers’ such Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowerssuch Borrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and reasonable out-of-pocket costs and expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and reasonable out-of-pocket costs and expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders each Lender and the Issuers each Issuer for any costs, internal charges and out-of-pocket out‑of‑pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders such Lxxxxx and the Issuerssuch Issuer, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders such Lender or the Issuerssuch Issuer) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) (i) The Borrowers Borrower shall jointly and severally pay or reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-out of pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger, and their respective Affiliates, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and out-of-out of pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB the Administrative Agent from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB the Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. 9.9 (ai) (i) The Borrowers Borrower shall jointly and severally pay or reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-out of pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger, and their respective Affiliates, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and out-of-out of pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB the Administrative Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB the Administrative Agent from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB the Administrative Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a3) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuers each Lender for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuerssuch Lender, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuerssuch Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB U.S. Bank from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB Agent from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Agent has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the ------------------------- Administrative Agent and JPMorgan the Arranger for any costs, internal charges and reasonable out-of-pocket costs and expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and reasonable out-of-pocket costs and expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One, NA may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One, NA from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One, NA has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the Issuers Lenders for any costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersLC Issuer, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe LC Issuer, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Company’s or any of its Subsidiary’s assets for internal use by JPMCB JPMorgan from information furnished to it by or on behalf of the BorrowersCompany and its Subsidiaries, after JPMCB JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers shall jointly and severally agree to reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ ' assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowers, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket out‑of‑pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuers each Lender for any costs, internal charges and out-of-pocket out‑of‑pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuerssuch Lxxxxx, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuerssuch Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB U.S. Bank may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB U.S. Bank from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including outside attorneys' and paralegals' fees and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers and, unless a Default shall be continuing, with the consent of the Borrower) paid or incurred by the Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Transaction Documents. The Borrower also agrees to reimburse the Agent, the Arrangers and the Lenders for any costs, internal charges and out-of-pocket expenses (including outside attorneys’ ' and paralegals' fees and time charges expenses of outside attorneys and paralegals for the Administrative Agent, which attorneys may be employees of the Administrative AgentArrangers and the Lenders) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arrangers or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB BOMC may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB BOMC from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB BOMC has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of outside attorneys for the Administrative Agent, which attorneys may be employees of the Administrative AgentArranger, the LC Issuer and the Lenders) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of outside attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and JPMorgan the Lead Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative AgentAgent and the Lead Arranger, which attorneys may be employees of the Administrative AgentAgent or the Lead Arranger) paid or incurred by the Administrative Agent or JPMorgan the Lead Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersLead Arranger, and the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersLead Arranger, the Lenders and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersLead Arranger, or any of the Lenders or the IssuersLenders) paid or incurred by the Administrative Agent, either the Lead Arranger, or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB BNY Mellon may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by JPMCB BNY Mellon from information furnished to it by or on behalf of the Borrowers, after JPMCB BNY Mellon has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arrangers for any costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges costs and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe Arrangers, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and (excluding internal charges prior to an Unmatured Default) administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include 9.06 include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a3) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuers each Lender for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuerssuch Lender, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuerssuch Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of outside attorneys for the Administrative Agent, which attorneys may be employees of the Administrative AgentArranger, the LC Issuer and the Lenders) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of outside attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB JPMorgan Chase may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB JPMorgan Chase from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB JPMorgan Chase has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders and the LC Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders and the Issuers, LC Issuers which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders or and the LC Issuers) paid or incurred by the Administrative Agent, either the Arranger, any Lender or any LC Issuer in connection with the collection and enforcement of the Loan DocumentsDocuments (including any workout or restructuring). Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documentsthis Agreement. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arrangers and the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arrangers and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arrangers or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documentsthis Agreement. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers shall jointly and severally reimburse the Administrative Agent Agent, the LC Issuer and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) Agent paid or incurred by the Administrative Agent Agent, the LC Issuer or JPMorgan the Arranger in connection with the investigation, preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers, which attorneys may be employees of the Administrative AgentLenders, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan DocumentsDocuments or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports or Reserve Reports (the “Reports”) pertaining to the BorrowersCredit Parties’ assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowers, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuersa Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include reasonable costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB JPMorgan may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB JPMorgan from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB JPMorgan has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, Arranger and the Lenders and the Issuers for any costs, internal charges and out-of-of- pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Each of the Parent and the Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ assets of the Parent and the Subsidiaries for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersParent or the Borrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall Each Borrower jointly and severally agrees to reimburse the Administrative Agent and JPMorgan the Arrangers for any reasonable costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration of the Loan Documents. Each Borrower also jointly and severally agrees to reimburse the Agent, the Arrangers, the Fronting Banks and the Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Fronting Banks and the Lenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Fronting Banks or the Lenders) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arrangers or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Each Borrower acknowledges that from time to time JPMCB CUSA may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ such Borrower’s assets for internal use by JPMCB CUSA from information furnished to it by or on behalf of the Borrowerssuch Borrower, after JPMCB CUSA has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a4) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuers each Lender for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arranger and the Issuerssuch Lender, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the Issuerssuch Lender) paid or incurred by the Administrative Agent, either Arranger, the Arranger or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ Borrower’s assets for internal use by JPMCB from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the ArrangersArranger, the Lenders LC Issuer or the IssuersLenders) paid or incurred by the Administrative Agent, either the Arranger, the LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent Agent, and JPMorgan the Arranger for any costs, internal charges for fees and time charges of attorneys who are employees of the Administrative Agent and the Arranger and all reasonable out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent' fees) paid or incurred by the Administrative Agent Agent, or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersArranger, LC Issuer and the Lenders and the Issuers for any costs, internal charges for fees and time charges of attorneys who are employees of the Administrative Agent, the Arranger, the LC Issuer, and the Lenders and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the Issuers' fees) paid or incurred by the Administrative Agent, either the Arranger, LC Issuer or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers Each Borrower, on a joint and several basis, shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arranger for any reasonable costs and out-of-pocket expenses (including attorneys’ fees and time charges of outside attorneys for the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents. Each Borrower, on a joint and several basis, also agrees to reimburse the Agent, the Arranger, the LC Issuer and the Lenders for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arranger, the LC Issuer and the Lenders, which attorneys may be employees of the Administrative Agent, the Arranger, the LC Issuer or the Lenders) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the ArrangersArranger, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders LC Issuer or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge Each Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ such Borrower’s assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowerssuch Borrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (ai) The Borrowers Borrower shall jointly and severally reimburse the Administrative Agent and JPMorgan the Arrangers for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers Borrower also jointly and severally agree agrees to reimburse the Administrative Agent, the ArrangersLC Issuer, the Lenders Arrangers and the Issuers Lenders for any costs, internal charges and out-of-pocket expenses (including attorneys’ ' fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders Arrangers and the IssuersLenders, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders Arranger or the IssuersLenders) paid or incurred by the Administrative Agent, either Arrangerthe LC Issuer, the Arrangers or any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers Borrower under this Section include include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentencesentence that are prepared after Default. The Borrowers acknowledge Borrower acknowledges that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “"Reports”") pertaining to the Borrowers’ Borrower's assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the BorrowersBorrower, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and JPMorgan for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent or JPMorgan in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, the Arrangers, the Lenders and the Issuers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and the Issuers, which attorneys may be employees of the Administrative Agent, the Arrangers, the Lenders or the Issuers) paid or incurred by the Administrative Agent, either Arranger, any Lender or any Issuer in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrowers under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrowers acknowledge that from time to time JPMCB Bank One may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to the Borrowers’ assets for internal use by JPMCB Bank One from information furnished to it by or on behalf of the Borrowers, after JPMCB Bank One has exercised its rights of inspection pursuant to this Agreement.