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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Payment
of
Expenses and Taxes; Indemnified Liabilities
The Borrower agrees,
promptly upon
presentation of a statement or invoice therefor setting forth in reasonable
detail the items thereof, and whether any Loan is made or Letter of Credit
is
issued, (a) to pay or reimburse the Administrative Agent and its Affiliates
for
all its reasonable costs and expenses actually incurred in connection with
the
development, syndication, preparation and execution of, and any amendment,
waiver, consent, supplement or modification to, the Loan Documents, any
documents prepared in connection therewith and the consummation of the
transactions contemplated thereby, whether such Loan Documents or any such
amendment, waiver,
60 consent, supplement
or
modification to the Loan Documents or any documents prepared in connection
therewith are executed and whether the transactions contemplated thereby are
consummated, including the reasonable fees and disbursements of Special Counsel,
(b) to pay, indemnify, and hold the Administrative Agent, the Lenders and the
Issuer harmless from any and all recording and filing fees and any and all
liabilities and penalties with respect to, or resulting from any delay (other
than penalties to the extent attributable to the negligence of the
Administrative Agent, the Lenders or the Issuer, as the case may be, in failing
to pay such fees or other liabilities when due) in paying, stamp, excise and
other similar taxes, if any, which may be payable or determined to be payable
in
connection with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or modification
of,
or any waiver or consent under or in respect of, the Loan Documents and any
such
other documents, and (c) to pay, reimburse, indemnify and hold each Indemnified
Person harmless from and against any and all other liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits, costs, expenses
and disbursements of any kind or nature whatsoever (including reasonable counsel
fees and disbursements of counsel (including the allocated costs of internal
counsel) and such local counsel as may be required) actually incurred with
respect to the enforcement, performance of, and preservation of rights under,
the Loan Documents (all the foregoing, collectively, the |
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