Common use of Closing Costs and Other Costs; Indemnification Clause in Contracts

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower agrees Borrowers agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Borrowers or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Borrowers or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawstheir respective Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Borrowers or their respective Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Borrowers or any of their respective Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Borrowers under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way Banks from paying any amount under any Letter of description Credit and not limitation, such charges in any court or bankruptcy proceedings or arising out and all reasonable costs and expenses which any of them may incur relative to any claim or action by payment under any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (but without duplication of fees and expenses for the same services provided to the same party) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an (iii) in connection with any Default or Event of Default, by all reasonable costs and expenses of the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agent or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent same services) and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise)) in connection with the amendment, waiver or enforcement of this Agreement, or the Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and (iv) all reasonable costs and expenses of the Agent or any of the Banks (including by way reasonable fees and expenses of description house and not limitationoutside counsel (but without duplication of fees and expenses for the same services) in connection with any action or proceeding relating to a court order, such charges injunction or other process or decree restraining or seeking to restrain the Agent or any of the Banks from paying any amount under, or otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Guarantor under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsits Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Company or its Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Company or any of its Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Company under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a1) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates and their respective employees, agents, officers and directors for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the US Base Rate, plus two three percent (23%). (b2) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective AffiliatesAffiliates and their respective employees, agents, officers and directors) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced in-house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful wilful misconduct of the party seeking to be indemnified under this Section 13.5(b12.5(2). (c3) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c12.5(3) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful wilful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c12.5(3) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (ain each case within ten (10) Business Days of receipt of a documented invoice) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lendersits Affiliates, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaidwithin the specified time period above, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced in-house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b13.4(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c13.4(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c13.4(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced and documented in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket invoiced costs and expenses, including without limitation reasonable and invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, at the option of the Agent with notice to the Borrower, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced and documented in- house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced documented attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and reasonable required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may bebe or which result from actions of a Person other than the Borrower or its Subsidiaries or their respective agents, representatives or employees occurring after the Agent, a Lender or a purchaser of such property takes possession thereof. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse reimburse, in each case, within five (5) Business Days after demand by Agent, (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar taxes and duties Other Taxes payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or dutiesOther Taxes. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaidwithin the specified period above, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) (each such Person, an “Indemnitee”) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason (i) the execution or delivery of an Event this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of Defaulttheir respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Advance or enforcing Letter of Credit or the obligations use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit Party under this Agreement if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Documentstheory, whether brought by a third party or by any Borrower or any other Credit Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as applicableto any Indemnitee, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses be available to the extent arising as that such losses, claims, damages, liabilities or related expenses (x) are determined by a result court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking to be indemnified such Indemnitee or (y) result from a claim brought by any Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under this Section 13.5(b).any other Loan Document, if such Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement. (d) To the fullest extent permitted by applicable law, each of the Borrowers and the Lenders agrees not to assert, and hereby waives, any claim against any idemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or Letter of Credit, or the use of the proceeds thereof. No such indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and reasonable required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may bebe or which result from actions of a Person other than Borrower or its Subsidiaries or their respective agents, representatives or employees occurring after the Agent, a Lender or a purchaser of such property takes possession thereof. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket invoiced costs and expenses, including, by way of description and not limitation, reasonable and invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket invoiced costs and expenses, including without limitation reasonable and invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ ' rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s 's or such Affiliate’s 's or Lender’s 's relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) . The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the a Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Partya Borrower, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Prime-based Rate, plus two percent (2%). (b) The Each Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party Borrower under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Each Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party Borrower in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (but without duplication of fees and expenses for the same services provided to the same party) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an (iii) in connection with any Default or Event of Default, by all reasonable costs and expenses of the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agent or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent Banks (including reasonable fees and its Affiliates expenses of house and the Lenders in connection with any Event of Default or the enforcement of the loans (outside counsel and whether incurred through negotiations, legal proceedings or otherwise)) in connection with the amendment, waiver or enforcement of this Agreement, or the Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and (iv) all reasonable costs and expenses of the Agent or any of the Banks (including by way reasonable fees and expenses of description house and not limitationoutside counsel (but without duplication of fees and expenses for the same services) in connection with any action or proceeding relating to a court order, such charges injunction or other process or decree restraining or seeking to restrain the Agent or any of the Banks from paying any amount under, or otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Revolving Credit Notes. (b) The Borrower agrees Borrowers agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of DefaultDefault (including in connection with any "workout" or restructuring regarding the Indebtedness hereunder, and including in any Insolvency Proceeding or appellate proceeding), or enforcing the obligations of Borrowers or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the other Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of Borrower or the non-compliance with applicable Hazardous Material Lawsany Subsidiary, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by any Borrower or any Subsidiary, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by any Borrower or any Subsidiary, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; providedwithout limitation, howeverreasonable attorneys and consultants fees, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claimsinvestigation and laboratory fees, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.environmental

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented invoiced out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable and invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, reasonably incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented invoiced out-of-pocket costs and expenses, including without limitation reasonable and invoiced outside attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the BorrowerBorrower provided, however, that notwithstanding anything to the contrary, it is agreed that none of the Loan Parties shall be required to reimburse legal fees or expenses of more than one counsel (and, if relevant, one firm of local counsel in each relevant jurisdiction or other necessary special counsel) or more than one other advisor to all parties described above, taken as a whole (other than such additional counsel as may be appointed in the event of a conflict). All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, reasonable and invoiced out-of-pocket cost, damage, liability or expenses, including reasonable and invoiced outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services)disbursements, incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any such loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, reasonable and invoiced out-of-pocket costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys outside attorneys’ and consultants consultants’ fees, investigation and laboratory fees, environmental studies reasonably required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (but without duplication of fees and expenses for the same services provided to the same party) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an (iii) in connection with any Default or Event of Default, by all reasonable costs and expenses of the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agent or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent same services) and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise)) in connection with the amendment, waiver or enforcement of this Agreement, or the Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and (iv) all reasonable costs and expenses of the Agent or any of the Banks (including by way reasonable fees and expenses of description house and not limitationoutside counsel (but without duplication of fees and expenses for the same services) in connection with any action or proceeding relating to a court order, such charges injunction or other process or decree restraining or seeking to restrain the Agent or any of the Banks from paying any amount under, or otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Guarantor under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsits Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Company or its Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Company or any of its Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Company under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement. (d) For all purposes of this Agreement, to the extent permitted by applicable law, the Company shall not assert, and the Company hereby waives, any claims against the Agent, the Issuing Bank, any of the Banks, and their respective officers, directors, employees and agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, or in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or any Advance or Letter of Credit or the use of the proceeds thereof.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by (i) the Agent and its Affiliates Affiliates, and (ii) Square 1 Bank, in connection with the commitment, consummation and closing of the loans contemplated herebyhereby (provided that costs and expenses payable to Square 1 Bank as of the Effective Date shall not exceed $7,500), or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent and the Syndication Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitmentnegotiation, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement (including the costs associated with copying and distributing to the Banks any amendment financial statements, notices, reports or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) other documents delivered to the Agent and its Affiliates and each which are required to be delivered to the Banks hereunder) or any amendment, refinancing or restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expensesexpenses of the Agent, including without limitation invoiced attorney fees, incurred by the Syndication Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance of the date incurred to Revolving Credit against the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Companys agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of any Credit Party the Loan Parties under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by the Borrowers or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of removal of all Hazardous Materials in violation or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by the Borrowers or their respective Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by the Borrowers or any of their respective Subsidiaries, (vi) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws (including the cost in respect of any remediation premises owned or monitoring required in connection therewith) occupied by Borrowers or any other Requirement of Law; providedtheir respective Subsidiaries (or any property previously owned or occupied by a Borrower or a Subsidiary, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent a Lien had been granted to Banks thereon pursuant to the Loan Documents) and/or (vii) if any Event of Default exists and remains uncured, any violation of Hazardous Material Laws in respect of premises owned or occupied by Borrowers or any of their respective Subsidiaries (or any property previously owned or occupied by a Borrower or a Subsidiary, to the extent a Lien had been granted to Banks thereon pursuant to the Loan Documents), including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the violation of Hazardous Material Laws in respect of premises owned by Borrowers or occupied or any of their respective Subsidiaries (or any property previously owned or occupied by a Borrower or a Subsidiary, to the extent a Lien had been granted to Banks thereon pursuant to the Loan Documents) whether before or after the occurrence of any Default or Event of Default hereunder, court costs and litigation expenses, excluding however, those arising as a result of the its or their gross negligence or willful misconduct of the or arising solely after Agent or any Bank, or any third party on its or their behalf, shall have taken possession or control or title to any such Lender, as the case may bepremises. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the BorrowerBxxxxxxx, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated herebyhereby (other than Excluded Taxes), and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, Borrower shall pay or reimburse all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced reasonable attorney fees and advisor fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders Lxxxxxx in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Advances (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or LenderLxxxxx’s relationship with the Borrower hereunder or otherwise, shall also be paid by Bxxxxxxx. Borrower shall pay any amounts due under this Section 13.5 within thirty (30) days of the Borrowerreceipt by Borrower of notice of the amount due. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%).MRC Energy Company Credit Agreement 138 (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders BXXXXXXX AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, ISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (and their respective AffiliatesEACH, AN “INDEMNIFIED PERSON”) harmless from all lossHARMLESS FROM ALL LOSS, costCOST, damageDAMAGE, liability or expensesLIABILITY OR EXPENSES, including reasonable invoiced attorneysINCLUDING REASONABLE DOCUMENTED OUTSIDE ATTORNEYS’ fees and disbursements FEES AND DISBURSEMENTS (but without duplication of such fees and disbursements for the same servicesBUT WITHOUT DUPLICATION OF SUCH FEES AND DISBURSEMENTS FOR THE SAME SERVICES), incurred by the Agent and each of the Lenders by reason of an Event of DefaultINCURRED BY ANY INDEMNIFIED PERSON BY REASON OF AN EVENT OF DEFAULT, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsOR ENFORCING THE OBLIGATIONS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, as applicableAS APPLICABLE, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsOR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, excludingEXCLUDING, howeverHOWEVER, any lossANY LOSS, costCOST, damageDAMAGE, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b)LIABILITY OR EXPENSES TO THE EXTENT ARISING, AS TO ANY INDEMNIFIED PERSON, (1) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, (2) AS A RESULT OF A MATERIAL BREACH IN BAD FAITH BY SUCH INDEMNIFIED PERSON OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, OR (3) AS A RESULT OF DISPUTES SOLELY BETWEEN INDEMNIFIED PERSONS AND NOT RELATING TO ANY ACTION OF SUCH INDEMNIFIED PARTY IN ITS CAPACITY AS ADMINISTRATIVE AGENT OR ISSUING LENDER. (c) The Borrower agrees to defendBXXXXXXX AGREES TO DEFEND, indemnify and hold harmless the Agent and each Lender INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PERSON FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (and their respective AffiliatesINCLUDING WITHOUT LIMITATION, REASONABLE AND DOCUMENTED ATTORNEYS AND CONSULTANTS FEES, INVESTIGATION AND LABORATORY FEES, ENVIRONMENTAL STUDIES REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), and their respective employeesCOURT COSTS AND LITIGATION EXPENSES, agentsARISING OUT OF OR RELATED TO (I) THE PRESENCE, officers and directors from and against any and all claimsUSE, demandsDISPOSAL, penaltiesRELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the nonFROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-compliance with applicable Hazardous Material LawsCOMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, (iiII) any personal injury ANY PERSONAL INJURY (including wrongful deathINCLUDING WRONGFUL DEATH) or property damage OR PROPERTY DAMAGE (real or personalREAL OR PERSONAL) arising out of or related to such Hazardous MaterialsARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, (iiiIII) any lawsuit or other proceeding brought or threatenedANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, settlement reached or governmental order or decree relating to such Hazardous MaterialsSETTLEMENT REACHED OR GOVERNMENTAL ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, and/or AND/OR (ivIV) complying or coming into compliance with all Hazardous Material Laws COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (including the cost of any remediation or monitoring required in connection therewithINCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) or any other Requirement of LawOR ANY OTHER REQUIREMENT OF LAW; providedPROVIDED, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses owing to any indemnified person to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender(a) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, as the case may beAS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, OR (B) AFTER SUCH INDEMNIFIED PERSON THEREOF TAKES POSSESSION OR CONTROL OF THE RELEVANT PROPERTY AND NOT RESULTING FROM ANY ACTIONS OR OMISSIONS OF BORROWER, PARENT OR ANY OF ITS SUBSIDIARIES. The obligations of the Borrower under this Section 13.5(cTHE OBLIGATIONS OF BORROWER UNDER THIS SECTION 13.5(C) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent Administrative Agent, any of Lenders or any of the Lenders other indemnified person at common law or pursuant to any other agreement. MRC Energy Company Credit Agreement 139 (d) To the extent permitted by applicable law, (i) no Credit Party shall assert, and each hereby waives, any claim against any Indemnified Person and (ii) neither Administrative Agent, nor any Issuing Lender or any Lender shall assert, and each hereby waives, any claim against any Credit Party, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transaction contemplated hereby, any Advance or Letter of Credit or the use of the proceeds thereof.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Prime-based Rate, plus two percent (2%)) but in no event in excess of the maximum interest rate permitted by applicable law. (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney fees of outside counsel and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans Loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans Loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower Borrowers agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees of outside counsel and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Section, provided that, the Borrowers shall be obligated to defend, indemnify and hold harmless the reimburse Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required the Lenders for only a single financial consultant selected by the Agent or any Lender in connection consultation with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementLenders.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in- house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-non- compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agents for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender Agents in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment consent, waiver, amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agents or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agents or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Administrative Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Administrative Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the Agent Agents and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by Agents and the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b).. 105 (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent Agents and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent Agents or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agents or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent Agents or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse the Agent for payment of, within five (a5) Business Days of demand therefor (except for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney fees and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent Banks (including reasonable fees and its Affiliates and the Lenders expenses of counsel) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of any Credit Loan Party under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b12.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Loan Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by any Loan Party, (v) complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) any violation of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Borrowers under this Section 13.5(c12.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by restructuring of the Borrower (credit arrangements provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)under this Agreement, and (bii) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or dutiesfees. FurthermoreAt Agent’s option, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Revolving Credit Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (ba) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of the Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b). (cb) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by the Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by the Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower To the extent not restricted by any financial assistance provisions of any applicable law, Company shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expensesexpenses (other than Excluded Taxes), including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Company, and (b) the Agent and its Affiliates and each of the LendersBanks, as the case may be, for all stamp and other documentary and similar taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders Banks in revising, preserving, protecting, exercising or enforcing any of its or any of the LendersBanks’ rights against the Borrower or any other Credit PartyCompany and of its Subsidiaries, or otherwise incurred by the Agent and its Affiliates and the Lenders Banks in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender Bank which would not have been asserted were it not for the Agent’s or such Affiliate’s or LenderBank’s relationship with the Borrower Company hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, Company excluding, however, any loss, cost, cost damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b13.5. All of said amounts required to be paid by Company, hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by Agent, at the Base Rate, plus two percent (2%). (cb) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender Bank (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of its Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Company shall have no obligations under this Section 13.5(c13.5(b) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such LenderBank, as the case may be. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (but without duplication of fees and expenses for the same services provided to the same party) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an (iii) in connection with any Default or Event of Default, by all reasonable costs and expenses of the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agent or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent same services) and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise)) in connection with the amendment, waiver or enforcement of this Agreement, or the Loan Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement and (iv) all reasonable costs and expenses of the Agent or any of the Banks (including by way reasonable fees and expenses of description house and not limitationoutside counsel (but without duplication of fees and expenses for the same services) in connection with any action or proceeding relating to a court order, such charges injunction or other 90 EXHIBIT 10.1 process or decree restraining or seeking to restrain the Agent or any of the Banks from paying any amount under, or otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsits Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Company or its Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Company or any of its Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Company under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and other similar taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced reasonable attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees , provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i[a]i ) the Agent and its Affiliates for payment of, on demand, all reasonable and documented invoiced out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable and invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, reasonably incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b[b]ii ) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented invoiced out-of-pocket costs and expenses, including without limitation reasonable and invoiced outside attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the BorrowerBorrower provided, however, that notwithstanding anything to the contrary, it is agreed that none of the [Loan]Credit Parties shall be required to reimburse legal fees or expenses of more than one counsel (and, if relevant, one firm of local counsel in each relevant jurisdiction or other necessary special counsel) or more than one other advisor to all parties described above, taken as a whole (other than such additional counsel as may be appointed in the event of a conflict). All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, reasonable and invoiced out-of-pocket cost, damage, liability or expenses, including reasonable and invoiced outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services)disbursements, incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any such loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, reasonable and invoiced out-of-pocket costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys outside attorneys’ and consultants consultants’ fees, investigation and laboratory fees, environmental studies reasonably required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the [the]in non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying [complying]any Credit Party failing to comply or coming [coming]come into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement. (d) This Section 13.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated herebyhereby (other than taxes excluded by Section 13.12 or Section 13.13), and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, Borrower shall pay or reimburse all reasonable and documented out-of-of pocket costs and expenses, including without limitation invoiced reasonable attorney fees and advisor fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Advances (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All Borrower shall pay any amounts due under this Section 13.5 within thirty (30) days of said amounts required to be paid the receipt by Borrower of notice of the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)amount due. (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders BORROWER AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT AND EACH OF LENDERS (and their respective AffiliatesAND THEIR RESPECTIVE AFFILIATES) harmless from all lossHARMLESS FROM ALL LOSS, costCOST, damageDAMAGE, liability or expensesLIABILITY OR EXPENSES, including reasonable invoiced attorneysINCLUDING REASONABLE DOCUMENTED OUTSIDE ATTORNEYS’ fees and disbursements FEES AND DISBURSEMENTS (but without duplication of such fees and disbursements for the same servicesBUT WITHOUT DUPLICATION OF SUCH FEES AND DISBURSEMENTS FOR THE SAME SERVICES), incurred by the Agent and each of the Lenders by reason of an Event of DefaultINCURRED BY ADMINISTRATIVE AGENT AND EACH OF LENDERS BY REASON OF AN EVENT OF DEFAULT, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsOR ENFORCING THE OBLIGATIONS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, as applicableAS APPLICABLE, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsOR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, excludingEXCLUDING, howeverHOWEVER, any loss(1) ANY LOSS, costCOST, damageDAMAGE, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section LIABILITY OR EXPENSES TO THE EXTENT ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF, OR BREACH OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY, THE PARTY SEEKING TO BE INDEMNIFIED UNDER THIS SECTION 13.5(b); OR (2) MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN LENDERS OR ANY LENDER OR ADMINISTRATIVE AGENT OR A LENDER’S SHAREHOLDERS AGAINST ADMINISTRATIVE AGENT OR A LENDER. (c) The Borrower agrees to defendBORROWER AGREES TO DEFEND, indemnify and hold harmless the Agent and each Lender INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER (and their respective AffiliatesAND THEIR RESPECTIVE AFFILIATES), and their respective employeesAND THEIR RESPECTIVE EMPLOYEES, agentsAGENTS, officers and directors from and against any and all claimsOFFICERS AND DIRECTORS FROM AND AGAINST ANY AND ALL CLAIMS, demandsDEMANDS, penaltiesPENALTIES, finesFINES, liabilitiesLIABILITIES, settlementsSETTLEMENTS, damagesDAMAGES, costs or expenses of whatever kind or nature COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (including without limitationINCLUDING WITHOUT LIMITATION, reasonable and invoiced attorneys and consultants feesREASONABLE AND DOCUMENTED ATTORNEYS AND CONSULTANTS FEES, investigation and laboratory feesINVESTIGATION AND LABORATORY FEES, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material LawsENVIRONMENTAL STUDIES REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), court costs and litigation expensesCOURT COSTS AND LITIGATION EXPENSES, arising out of or related to ARISING OUT OF OR RELATED TO (iI) the presenceTHE PRESENCE, useUSE, disposalDISPOSAL, release or threatened release of any Hazardous Materials onRELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, from or affecting any premises owned or occupied by any Credit Party in violation of or the nonFROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-compliance with applicable Hazardous Material LawsCOMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, (iiII) any personal injury ANY PERSONAL INJURY (including wrongful deathINCLUDING WRONGFUL DEATH) or property damage OR PROPERTY DAMAGE (real or personalREAL OR PERSONAL) arising out of or related to such Hazardous MaterialsARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, (iiiIII) any lawsuit or other proceeding brought or threatenedANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, settlement reached or governmental order or decree relating to such Hazardous MaterialsSETTLEMENT REACHED OR GOVERNMENTAL ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, and/or AND/OR (ivIV) complying or coming into compliance with all Hazardous Material Laws COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (including the cost of any remediation or monitoring required in connection therewithINCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) or any other Requirement of LawOR ANY OTHER REQUIREMENT OF LAW; providedPROVIDED, howeverHOWEVER, that the Borrower shall have no obligations under this Section THAT BORROWER SHALL HAVE NO OBLIGATIONS UNDER THIS SECTION 13.5(c) with respect to claimsWITH RESPECT TO CLAIMS, demandsDEMANDS, penaltiesPENALTIES, finesFINES, liabilitiesLIABILITIES, settlementsSETTLEMENTS, damagesDAMAGES, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such LenderCOSTS OR EXPENSES TO THE EXTENT ARISING (A) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ADMINISTRATIVE AGENT OR SUCH LENDER, as the case may beAS THE CASE MAY BE, OR (B) ARISING AFTER THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE THEREOF TAKES POSSESSION OR CONTROL OF THE RELEVANT PROPERTY. The obligations of the Borrower under this Section 13.5(cTHE OBLIGATIONS OF BORROWER UNDER THIS SECTION 13.5(C) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementSHALL BE IN ADDITION TO ANY AND ALL OTHER OBLIGATIONS AND LIABILITIES BORROWER MAY HAVE TO ADMINISTRATIVE AGENT OR ANY OF LENDERS AT COMMON LAW OR PURSUANT TO ANY OTHER AGREEMENT.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the any Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced outside attorney fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the any Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith within five (5) Business Days upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Administrative Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders EACH BORROWER AGREES TO INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS (and their respective AffiliatesAND THEIR RESPECTIVE AFFILIATES) harmless from all lossHARMLESS FROM ALL LOSS, costCOST, damageDAMAGE, liability or expensesLIABILITY OR EXPENSES, including reasonable invoiced attorneysINCLUDING REASONABLE OUTSIDE ATTORNEYS’ fees and disbursements FEES AND DISBURSEMENTS (but without duplication of such fees and disbursements for the same servicesBUT WITHOUT DUPLICATION OF SUCH FEES AND DISBURSEMENTS FOR THE SAME SERVICES), incurred by the Agent and each of the Lenders by reason of an Event of DefaultINCURRED BY THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS BY REASON OF AN EVENT OF DEFAULT, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsOR ENFORCING THE OBLIGATIONS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, as applicableAS APPLICABLE, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsOR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, excludingEXCLUDING, howeverHOWEVER, any lossANY LOSS, costCOST, damageDAMAGE, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(bLIABILITY OR EXPENSES TO THE EXTENT ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING TO BE INDEMNIFIED UNDER THIS SECTION 13.5(B), PROVIDED THAT, THE BORROWERS SHALL BE OBLIGATED TO REIMBURSE THE ADMINISTRATIVE AGENT AND THE LENDERS FOR ONLY A SINGLE FINANCIAL CONSULTANT SELECTED BY THE ADMINISTRATIVE AGENT IN CONSULTATION WITH THE LENDERS. (c) The Borrower agrees to defendEACH BORROWER AGREES TO DEFEND, indemnify and hold harmless the Agent and each Lender INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER (and their respective AffiliatesAND THEIR RESPECTIVE AFFILIATES), and their respective employeesAND THEIR RESPECTIVE EMPLOYEES, agentsAGENTS, officers and directors from and against any and all claimsOFFICERS AND DIRECTORS FROM AND AGAINST ANY AND ALL CLAIMS, demandsDEMANDS, penaltiesPENALTIES, finesFINES, liabilitiesLIABILITIES, settlementsSETTLEMENTS, damagesDAMAGES, costs or expenses of whatever kind or nature COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (including without limitationINCLUDING WITHOUT LIMITATION, reasonable and invoiced attorneys and consultants feesREASONABLE ATTORNEYS AND CONSULTANTS FEES, investigation and laboratory feesINVESTIGATION AND LABORATORY FEES, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material LawsENVIRONMENTAL STUDIES REQUIRED BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), court costs and litigation expensesCOURT COSTS AND LITIGATION EXPENSES, arising out of or related to ARISING OUT OF OR RELATED TO (iI) the presenceTHE PRESENCE, useUSE, disposalDISPOSAL, release or threatened release of any Hazardous Materials onRELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, from or affecting any premises owned or occupied by any Credit Party in violation of or the nonFROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-compliance with applicable Hazardous Material LawsCOMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, (iiII) any personal injury ANY PERSONAL INJURY (including wrongful deathINCLUDING WRONGFUL DEATH) or property damage OR PROPERTY DAMAGE (real or personalREAL OR PERSONAL) arising out of or related to such Hazardous MaterialsARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, (iiiIII) any lawsuit or other proceeding brought or threatenedANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, settlement reached or governmental order or decree relating to such Hazardous MaterialsSETTLEMENT REACHED OR GOVERNMENTAL ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, and/or AND/OR (ivIV) complying or coming into compliance with all Hazardous Material Laws COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (including the cost of any remediation or monitoring required in connection therewithINCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) or any other Requirement of LawOR ANY OTHER REQUIREMENT OF LAW; providedPROVIDED, howeverHOWEVER, that the Borrower shall have no obligations under this Section 13.5(cTHAT THE BORROWERS SHALL HAVE NO OBLIGATIONS UNDER THIS SECTION 13.5(C) with respect to claimsWITH RESPECT TO CLAIMS, demandsDEMANDS, penaltiesPENALTIES, finesFINES, liabilitiesLIABILITIES, settlementsSETTLEMENTS, damagesDAMAGES, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such LenderCOSTS OR EXPENSES TO THE EXTENT ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT OR SUCH LENDER, as the case may beAS THE CASE MAY BE. The obligations of the Borrower under this Section 13.5(cTHE OBLIGATIONS OF THE BORROWERS UNDER THIS SECTION 13.5(C) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementSHALL BE IN ADDITION TO ANY AND ALL OTHER OBLIGATIONS AND LIABILITIES THE BORROWERS MAY HAVE TO THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS AT COMMON LAW OR PURSUANT TO ANY OTHER AGREEMENT.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ ' rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s 's or such Affiliate’s 's or Lender’s 's relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower agrees Borrowers agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Borrowers or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the bad faith, gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Borrowers or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawstheir respective Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Borrowers or their respective Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Borrowers or any of their respective Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Bank in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their bad faith, gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Borrowers under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (ax) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (iiy) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Prime-based Rate, plus two percent (2%), but in no event in excess of the maximum non-usurious interest rate permitted by applicable law. (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced in-house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement. THE FOREGOING INDEMNIFICATION PROVISIONS IN SECTIONS (b) AND (c), ABOVE, SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT OR LENDERS, PROVIDED ONLY THAT AGENT AND LENDERS SHALL NOT BE ENTITLED UNDER THIS SECTION TO RECEIVE INDEMNIFICATION FOR THAT PORTION, IF ANY, OF ANY LIABILITIES AND COSTS WHICH IS PROXIMATELY CAUSED BY THEIR OWN INDIVIDUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED IN A FINAL JUDGMENT. IF ANY CREDIT PARTY (INCLUDING BORROWER OR ANY OF ITS AFFILIATES) EVER ALLEGES SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY AGENT OR LENDERS, THE INDEMNIFICATION PROVIDED FOR IN THIS SECTION SHALL NONETHELESS BE PAID UPON DEMAND, SUBJECT TO LATER ADJUSTMENT OR REIMBURSEMENT, UNTIL SUCH TIME AS A COURT OF COMPETENT JURISDICTION ENTERS A FINAL JUDGMENT AS TO THE EXTENT AND EFFECT OF THE ALLEGED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNITIES SHALL NOT TERMINATE UPON THE PAYMENT IN FULL OF THE BORROWER’S OBLIGATIONS UNDER THE LOAN DOCUMENTS AND TERMINATION OF THIS AGREEMENT, BUT WILL SURVIVE THE REPAYMENT OF BORROWER’S OBLIGATIONS UNDER THE LOAN DOCUMENTS AND TERMINATION HEREOF, OTHER THAN A TERMINATION THAT EXPRESSLY REFERS TO SUCH SURVIVAL.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay agrees to pay, or reimburse the Agent for payment of, within five (a5) Business Days of demand therefor (except for closing costs which shall be payable on the Restatement Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney house and outside attorneys’ fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees reasonably incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Lenders (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsLenders from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrower, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance to Borrower against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness of Borrower. (b) The Borrower agrees to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of Borrower or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials in violation of applicable Hazardous Material Laws on, from or affecting any premises owned or occupied by Borrower or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsits Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous MaterialsMaterials in violation of applicable Hazardous Material Laws, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous MaterialsMaterials in violation of applicable Hazardous Material Laws, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Borrower or its Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials in violation of applicable Hazardous Material Laws on or affecting any premises owned by Borrower or any of its Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws in all material respects and/or (vii) any material violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Lender in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent any such matter arising as a result of the its or their gross negligence or willful misconduct of and any such matter which arises after the Agent or any of the Lenders has taken possession of title to any real property Collateral (by foreclosure or deed in lieu of foreclosure) and which results solely from the failure by Agent or such Lender, as the case may beLender to comply with its obligations under applicable Hazardous Materials Laws. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Each Borrower shall pay agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and all other reasonable out-of-pocket advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Each Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damagedamage or liability suffered, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), ) reasonably incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Each Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies reasonably required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and out-of-pocket litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the BorrowerBorrowers, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (23%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Table of Contents Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, INCLUDING, WITHOUT LIMITATION, LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES IN ANY WAY OR TO THE EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, LENDERS OR THEIR AFFILIATES excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Xxxxxxxx, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or LenderXxxxxx’s relationship with the Borrower hereunder or otherwise, shall also be paid by the BorrowerXxxxxxxx. All of said amounts required to be paid by the Borrower Xxxxxxxx hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower Xxxxxxxx agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under any Letter of Credit and any and all reasonable costs and expenses which any of them may incur relative to any payment under any Letter of Credit. At Agent's option, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated herebyhereby (other than Excluded Taxes), and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, Borrower shall pay or reimburse all reasonable and documented out-of-of pocket costs and expenses, including without limitation invoiced reasonable attorney fees and advisor fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Advances (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All Borrower shall pay any amounts due under this Section 13.5 within thirty (30) days of said amounts required to be paid the receipt by Borrower of notice of the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)amount due. (b) The Borrower agrees to indemnify and hold BORROWER AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, ISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH, AN (c) BORROWER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PERSON FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (INCLUDING WITHOUT LIMITATION, REASONABLE AND DOCUMENTED ATTORNEYS AND CONSULTANTS FEES, INVESTIGATION AND LABORATORY FEES, ENVIRONMENTAL STUDIES REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), COURT COSTS AND LITIGATION EXPENSES, ARISING OUT OF OR RELATED TO (I) THE PRESENCE, USE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, FROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-COMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, (II) ANY PERSONAL INJURY (INCLUDING WRONGFUL DEATH) OR PROPERTY DAMAGE (REAL OR PERSONAL) ARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, (III) ANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, SETTLEMENT REACHED OR GOVERNMENTAL ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, AND/OR (IV) COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (INCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) OR ANY OTHER REQUIREMENT OF LAW; PROVIDED, HOWEVER, THAT BORROWER SHALL HAVE NO OBLIGATIONS UNDER THIS SECTION 13.5(C) WITH RESPECT TO CLAIMS, DEMANDS, PENALTIES, FINES, (d) To the Agent extent permitted by applicable law, (i) no Credit Party shall assert, and each of hereby waives, any claim against any Indemnified Person and (ii) neither the Lenders (and their respective Affiliates) harmless from all lossAdministrative Agent, costnor any Issuing Lender or any Lender shall assert, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each hereby waives, any claim against any Credit Party, in each case, on any theory of the Lenders by reason of an Event of Defaultliability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or enforcing the obligations of any Credit Party under as a result of, this Agreement or any agreement or instrument contemplated hereby, the transaction contemplated hereby, any Advance or Letter of Credit or the use of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b)proceeds thereof. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse the Agent for payment of, within five (a5) Business Days of demand therefor (except for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house or outside attorney fees (and reasonable house and outside attorney fees after the occurrence and during the continuance of any Default or Event of Default) (in each case without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Lenders including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsLenders from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower agrees Borrowers agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of or following an Event of DefaultDefault (including in connection with any “workout” or restructuring regarding the Indebtedness hereunder, and including in any Insolvency Proceeding or appellate proceeding), or enforcing the obligations of CARS or any Credit Party Borrower under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, including without limitation any and all reasonable costs relating to inspections included under Section 7.6 hereof, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b13.6(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation Borrower or any Subsidiary of or the nona Co-compliance with applicable Hazardous Material LawsBorrower, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by any Borrower or any Subsidiary of a Co-Borrower, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by any Borrower or any Subsidiary of a Co-Borrower, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Lender in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent those arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Borrowers under this Section 13.5(c13.6(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. and (c) all costs and expenses with respect to the shipment by Agent of Mortgage Loans to investors or others for purchase. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent Agents and its their Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent Agents and its their Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent Agents and its their Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent Agents and its their Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent Agents and its their Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the AgentAgents, its their Affiliates, or any Lender which would not have been asserted were it not for the Agent’s Agents’ or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the AgentAgents, at the US Base Rate, plus two three percent (23%) or the Canadian Prime-based Rate, plus three percent (3%), as applicable. (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent Agents and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the such Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent Agents or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (ac) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney fees of outside counsel and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans Loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans Loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the BorrowerBorrowers, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two three percent (23%). (bd) The Borrower Borrowers agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees of outside counsel and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Section, provided that, the Borrowers shall be obligated to defend, indemnify and hold harmless the reimburse Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required the Lenders for only a single financial consultant selected by the Agent or any Lender in connection consultation with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementLenders.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Credit Parties agree to pay, or reimburse (a) (i) the Agent (and its Affiliates in the case of (ii) and (iii) below, the Lenders) for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees and advances, appraisal and accounting fees, lien and Lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Lenders (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans Lenders from paying any amount under, or otherwise relating in any way to, any Letter of Credit and any and all costs and expenses which any of them may incur relative to any payment under any Letter of Credit and (whether incurred through negotiations, legal proceedings or otherwise), including iv) all real estate appraisal fees for real estate appraisals ordered by way of description and not limitationAgent, such charges appraisals to be ordered at Agent's option and in any court or bankruptcy proceedings or arising out of any claim or action by any person against the its reasonable discretion. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance to Borrowers against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness of Borrowers. (b) The Borrower agrees Credit Parties agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of Credit Parties or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Credit Parties agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, disposal, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Credit Parties or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawstheir respective Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal, remediation or monitoring of all Hazardous Materials from all or any portion of any premises owned by Credit Parties or their respective Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Credit Parties or any of their respective Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Lender in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent any such matter arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Credit Parties under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Credit Parties may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse (a) (i) the Agent (and its Affiliates in the case of (ii) and (iii) below, the Lenders) for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Lenders (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsLenders from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance to Holdings against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness of Holdings. (b) The Borrower agrees Borrowers agree to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of Borrowers or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Borrowers or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawstheir respective Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous MaterialsMaterials in violation of applicable Hazardous Material Laws, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Borrowers or their respective Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials on or affecting any premises owned by Borrowers or any of their respective Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws and/or (vii) any violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, 101 environmental studies required by Agent or any Lender in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent any such matter arising as a result of the its or their gross negligence or willful misconduct of the Agent or such Lender, as the case may bemisconduct. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. and (c) all costs and expenses with respect to the shipment by Agent of Mortgage Loans to investors or others for purchase. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or and/ or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent Bank and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent Bank and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender provided that the Borrower’s liability to Bank for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with such amounts related to the commitment, consummation and closing (but not administration or enforcement) of the loans contemplated hereby shall be limited to (provided i) $10,000 for due diligence and (ii) the first $25,000 in attorney fees and advances, one-half of the next $25,000 in attorney fees and advances and all amounts (provided, that the one-half of such amounts attorney fees and advances for which the Borrower is not liable, if any, shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested be paid by the Borrower (provided on the Effective Date and credited against the amount of the Facility Fee that such amounts shall not exceed a total aggregate cost is payable by the Borrower after the Effective Date) in excess of $2,000 for any Fiscal Year)50,000 in attorney fees and advances, and (b) the Agent Bank and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent Bank and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent Bank and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, Bank or its Affiliates, or any Lender which would not have been asserted were it not for the AgentBank’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the AgentBank, at the Base PRR-based Rate, plus two three percent (23%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders Bank (and their respective its Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders Bank by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender Bank (and their respective its Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beBank. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders Bank at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees (but without duplication of such fees for the same services) and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by Agent and the AgentLenders, as the case may be, at the Base Rate, plus two three percent (23%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by the Company or any Credit Party of its Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c14.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such LenderLender or such Affiliate, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated herebyhereby (other than Excluded Taxes), and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, Borrower shall pay or reimburse all reasonable and documented out-of-of pocket costs and expenses, including without limitation invoiced reasonable attorney fees and advisor fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Advances (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All Borrower shall pay any amounts due under this Section 13.5 within thirty (30) days of said amounts required to be paid the receipt by Borrower of notice of the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%).amount due. MRC Energy Company Credit Agreement (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders BORROWER AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, ISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (and their respective AffiliatesEACH, AN “INDEMNIFIED PERSON”) harmless from all lossHARMLESS FROM ALL LOSS, costCOST, damageDAMAGE, liability or expensesLIABILITY OR EXPENSES, including reasonable invoiced attorneysINCLUDING REASONABLE DOCUMENTED OUTSIDE ATTORNEYS’ fees and disbursements FEES AND DISBURSEMENTS (but without duplication of such fees and disbursements for the same servicesBUT WITHOUT DUPLICATION OF SUCH FEES AND DISBURSEMENTS FOR THE SAME SERVICES), incurred by the Agent and each of the Lenders by reason of an Event of DefaultINCURRED BY ANY INDEMNIFIED PERSON BY REASON OF AN EVENT OF DEFAULT, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsOR ENFORCING THE OBLIGATIONS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, as applicableAS APPLICABLE, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsOR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, excludingEXCLUDING, howeverHOWEVER, any lossANY LOSS, costCOST, damageDAMAGE, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b)LIABILITY OR EXPENSES TO THE EXTENT ARISING, AS TO ANY INDEMNIFIED PERSON, (1) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, (2) AS A RESULT OF A MATERIAL BREACH IN BAD FAITH BY SUCH INDEMNIFIED PERSON OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, OR (3) AS A RESULT OF DISPUTES SOLELY BETWEEN INDEMNIFIED PERSONS AND NOT RELATING TO ANY ACTION OF SUCH INDEMNIFIED PARTY IN ITS CAPACITY AS ADMINISTRATIVE AGENT OR ISSUING LENDER. (c) The Borrower agrees to defendBORROWER AGREES TO DEFEND, indemnify and hold harmless the Agent and each Lender INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PERSON FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (and their respective AffiliatesINCLUDING WITHOUT LIMITATION, REASONABLE AND DOCUMENTED ATTORNEYS AND CONSULTANTS FEES, INVESTIGATION AND LABORATORY FEES, ENVIRONMENTAL STUDIES REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), and their respective employeesCOURT COSTS AND LITIGATION EXPENSES, agentsARISING OUT OF OR RELATED TO (I) THE PRESENCE, officers and directors from and against any and all claimsUSE, demandsDISPOSAL, penaltiesRELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, finesFROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-COMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, liabilities(II) ANY PERSONAL INJURY (INCLUDING WRONGFUL DEATH) OR PROPERTY DAMAGE (REAL OR PERSONAL) ARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, settlements(III) ANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, damagesSETTLEMENT REACHED OR GOVERNMENTAL MRC Energy Company Credit Agreement ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, costs or expenses of whatever kind or nature AND/OR (including without limitationIV) COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (INCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) OR ANY OTHER REQUIREMENT OF LAW; PROVIDED, reasonable and invoiced attorneys and consultants feesHOWEVER, investigation and laboratory feesTHAT BORROWER SHALL HAVE NO OBLIGATIONS UNDER THIS SECTION 13.5(C) WITH RESPECT TO CLAIMS, environmental studies required DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OWING TO ANY INDEMNIFIED PERSON TO THE EXTENT ARISING (A) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, OR (B) AFTER SUCH INDEMNIFIED PERSON THEREOF TAKES POSSESSION OR CONTROL OF THE RELEVANT PROPERTY AND NOT RESULTING FROM ANY ACTIONS OR OMISSIONS OF BORROWER, PARENT OR ANY OF ITS SUBSIDIARIES. THE OBLIGATIONS OF BORROWER UNDER THIS SECTION 13.5(C) SHALL BE IN ADDITION TO ANY AND ALL OTHER OBLIGATIONS AND LIABILITIES BORROWER MAY HAVE TO ADMINISTRATIVE AGENT, ANY OF LENDERS OR ANY OTHER INDEMNIFIED PERSON AT COMMON LAW OR PURSUANT TO ANY OTHER AGREEMENT. (d) To the extent permitted by the Agent or any Lender in connection with the violation of Hazardous Material Laws)applicable law, court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any no Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsshall assert, and each hereby waives, any claim against any Indemnified Person and (ii) neither the Administrative Agent, the Issuing Lender nor any personal injury Lender shall assert, and each hereby waives, any claim against any Credit Party, in each case, on any theory of liability, for special, indirect, consequential or punitive damages (including wrongful death) as opposed to direct or property damage (real or personalactual damages) arising out of or related to such Hazardous Materialsof, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) with, or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of, this Agreement or any agreement or instrument contemplated hereby, the transaction contemplated hereby, any Advance or Letter of Credit or the use of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementproceeds thereof.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agents for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender Agents in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment consent, waiver, amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agents or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services)) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agents or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Administrative Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Administrative Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Borrower Company agrees to indemnify and hold the Agent Agents and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by Agents and the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent Agents and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent Agents or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agents or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or its Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent Agents or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent Agents and its their Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent Agents and its their Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent Agents and its their Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent Agents and its their Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent Agents and its their Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the AgentAgents, its their Affiliates, or any Lender which would not have been asserted were it not for the Agent’s Agents’ or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the AgentAgents, at the US Base Rate, plus two three percent (23%) or the Canadian Prime-based Rate, plus three percent (3%), as applicable. (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent Agents and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c13.6(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the such Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c13.6(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent Agents or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and advances, expenses for the same services) and appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Obligations. (b) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable costs and documented out-of-pocket expenses, upon presentation of evidence of any such costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrower, Intcomex or any other Credit PartySubsidiary Guarantor, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsIndebtedness, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Borrower or any Credit Party Subsidiary in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ ' rights against the Borrower or any other Credit PartyBorrower, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s 's or such Affiliate’s 's or Lender’s 's relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Prime-based Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party Borrower under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, INCLUDING, WITHOUT LIMITATION, LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES IN ANY WAY OR TO THE EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, LENDERS OR THEIR AFFILIATES excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party Borrower in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of LawLaw INCLUDING, WITHOUT LIMITATION, CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES IN ANY WAY OR TO THE EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, LENDERS OR THEIR AFFILIATES; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay agrees to pay, or reimburse the Agent for payment of, within five (a5) Business Days of demand therefor (except for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced attorney house and outside attorneys’ fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees reasonably incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Lenders (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsLenders from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrower, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance to Borrower against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness of Borrower. (b) The Borrower agrees to indemnify and hold the save Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of Borrower or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Lenders, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials in violation of applicable Hazardous Material Laws on, from or affecting any premises owned or occupied by Borrower or any Credit Party in violation of or the non-compliance with applicable Hazardous Material Lawsits Subsidiaries, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous MaterialsMaterials in violation of applicable Hazardous Material Laws, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous MaterialsMaterials in violation of applicable Hazardous Material Laws, and/or (iv) the cost of removal of all Hazardous Materials from all or any portion of any premises owned by Borrower or its Subsidiaries, (v) the taking of necessary precautions to protect against the release of Hazardous Materials in violation of applicable Hazardous Material Laws on or affecting any premises owned by Borrower or any of its Subsidiaries, (vi) complying or coming into compliance with all Hazardous Material Laws in all material respects and/or (vii) any material violation of Hazardous Material Laws, including without limitation, reasonable attorneys and consultants fees, investigation and laboratory fees, environmental studies required by Agent or any Lender in connection with the cost violation of Hazardous Material Laws (whether before or after the occurrence of any remediation Default or monitoring required in connection therewith) or any other Requirement Event of Law; providedDefault hereunder), court costs and litigation expenses, excluding however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent any such matter arising as a result of the its or their gross negligence or willful misconduct of and any such matter which arises after the Agent or any of the Lenders has taken possession of title to any real property Collateral (by foreclosure or deed in lieu of foreclosure) and which results solely from the failure by Agent or such Lender, as the case may beLender to comply with its obligations under applicable Hazardous Materials Laws. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the Agent for payment of, within five Business Days of demand therefor (aexcept for closing costs which shall be payable on the Restatement Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and advances, expenses for the same services) and appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Obligations. (b) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the BorrowerBorrowers, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person Person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Prime Referenced Rate, plus two percent (2%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b13.6(b). (c) The Borrower agrees , provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c13.6(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c13.6(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. and (c) all costs and expenses with respect to the shipment by Agent of Mortgage Loans to investors or others for purchase. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or LenderXxxxxx’s relationship with the Borrower hereunder or otherwise, shall also be paid by the BorrowerXxxxxxxx. All of said amounts required to be paid by the Borrower Xxxxxxxx hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Applicable Interest Rate, plus two three percent (23%). (b) The Borrower Xxxxxxxx agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b11.5(b), provided that, the Borrower shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection 4854-1287-6893.v9 therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c11.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c11.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Each Borrower shall pay agrees to pay, or reimburse the Agent for payment of, within (a5) five Business Days of demand therefor (except for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the Agent, its Affiliates, or of them may incur relative to any Lender which would not have been asserted were it not for the payment under any Letter of Credit. At Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwiseoption, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Borrowers, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaid, shall bear interest, from a Prime-based Advance against the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Indebtedness. (b) The Each Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b14.5(b), provided that, the Borrowers shall be obligated to reimburse Agent and the Banks for only a single financial consultant selected by Agent in consultation with the Banks. (c) The Each Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) if any Event of Default exists and remains uncured, the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by any Party, (v) if any Event of Default exists and remains uncured, complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) if any Event of Default exists and remains uncured, any remediation or monitoring required in connection therewith) or any other Requirement violation of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Borrowers under this Section 13.5(c14.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, demand (i) all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (but without duplication of fees and expenses for the same services provided to the same party) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and similar other taxes and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an (iii) in connection with any Default or Event of Default, by all reasonable costs and expenses of the Lenders in revising, preserving, protecting, exercising or enforcing any of its Agent or any of the Lenders’ rights against Banks (including reasonable fees and expenses of house and outside counsel, but without duplication of fees and expenses for the Borrower or any other Credit Partysame services, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation amendment, waiver or enforcement of Hazardous Material Laws)this Agreement, court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance Loan Documents or in connection with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) refinancing or property damage (real or personal) arising out restructuring of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or the credit arrangements provided under this Agreement and (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost reasonable costs and expenses of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.Banks (including reasonable fees and expenses of house and outside counsel, but without duplication of fees and expenses for the same

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year)Borrowers, and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person Person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower with (b) Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (bc) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b13.6(b). (c) The Borrower agrees , provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c13.6(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c13.6(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower Borrowers shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the BorrowerBorrowers, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower Borrowers hereunder or otherwise, shall also be paid by the BorrowerBorrowers. All of said amounts required to be paid by the Borrower Borrowers hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (23%). (b) The Borrower agrees Borrowers agree to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, INCLUDING, WITHOUT LIMITATION, LOSSES, COSTS, DAMAGES, LIABILITIES AND EXPENSES IN ANY WAY OR TO THE EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, LENDERS OR THEIR AFFILIATES excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b), provided that, the Borrowers shall be obligated to reimburse Agent and the Lenders for only a single financial consultant selected by Agent in consultation with the Lenders. (c) The Borrower agrees Borrowers agree to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower Borrowers shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Borrowers may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Administrative Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by the Administrative Agent and its Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby, or in connection with the preparation, administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment amendment, revision, modification, consent or modification waiver thereof requested by the BorrowerXxxxxxxx, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated herebyhereby (other than Excluded Taxes), and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, Borrower shall pay or reimburse all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced reasonable attorney fees and advisor fees, incurred by the Administrative Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders Xxxxxxx in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against the Borrower or any other Credit Party, or otherwise incurred by the Administrative Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans Advances (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Administrative Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Administrative Agent’s or such Affiliate’s or LenderXxxxxx’s relationship with the Borrower hereunder or otherwise, shall also be paid by Xxxxxxxx. Borrower shall pay any amounts due under this Section 13.5 within thirty (30) days of the Borrower. All receipt by Borrower of said amounts required to be paid by notice of the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%)amount due. (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders XXXXXXXX AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, ISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (and their respective AffiliatesEACH, AN “INDEMNIFIED PERSON”) harmless from all lossHARMLESS FROM ALL LOSS, costCOST, damageDAMAGE, liability or expensesLIABILITY OR EXPENSES, including reasonable invoiced attorneysINCLUDING REASONABLE DOCUMENTED OUTSIDE ATTORNEYS’ fees and disbursements FEES AND DISBURSEMENTS (but without duplication of such fees and disbursements for the same servicesBUT WITHOUT DUPLICATION OF SUCH FEES AND DISBURSEMENTS FOR THE SAME MRC Energy Company Credit Agreement 141 SERVICES), incurred by the Agent and each of the Lenders by reason of an Event of DefaultINCURRED BY ANY INDEMNIFIED PERSON BY REASON OF AN EVENT OF DEFAULT, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan DocumentsOR ENFORCING THE OBLIGATIONS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, as applicableAS APPLICABLE, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsOR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, excludingEXCLUDING, howeverHOWEVER, any lossANY LOSS, costCOST, damageDAMAGE, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b)LIABILITY OR EXPENSES TO THE EXTENT ARISING, AS TO ANY INDEMNIFIED PERSON, (1) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, (2) AS A RESULT OF A MATERIAL BREACH IN BAD FAITH BY SUCH INDEMNIFIED PERSON OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT, OR (3) AS A RESULT OF DISPUTES SOLELY BETWEEN INDEMNIFIED PERSONS AND NOT RELATING TO ANY ACTION OF SUCH INDEMNIFIED PARTY IN ITS CAPACITY AS ADMINISTRATIVE AGENT OR ISSUING LENDER. (c) The Borrower agrees to defendXXXXXXXX AGREES TO DEFEND, indemnify and hold harmless INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PERSON FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OF WHATEVER KIND OR NATURE (INCLUDING WITHOUT LIMITATION, REASONABLE AND DOCUMENTED ATTORNEYS AND CONSULTANTS FEES, INVESTIGATION AND LABORATORY FEES, ENVIRONMENTAL STUDIES REQUIRED BY ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE VIOLATION OF HAZARDOUS MATERIAL LAWS), COURT COSTS AND LITIGATION EXPENSES, ARISING OUT OF OR RELATED TO (I) THE PRESENCE, USE, DISPOSAL, RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIALS ON, FROM OR AFFECTING ANY PREMISES OWNED OR OCCUPIED BY ANY CREDIT PARTY IN VIOLATION OF OR THE NON-COMPLIANCE WITH APPLICABLE HAZARDOUS MATERIAL LAWS, (II) ANY PERSONAL INJURY (INCLUDING WRONGFUL DEATH) OR PROPERTY DAMAGE (REAL OR PERSONAL) ARISING OUT OF OR RELATED TO SUCH HAZARDOUS MATERIALS, (III) ANY LAWSUIT OR OTHER PROCEEDING BROUGHT OR THREATENED, SETTLEMENT REACHED OR GOVERNMENTAL ORDER OR DECREE RELATING TO SUCH HAZARDOUS MATERIALS, AND/OR (IV) COMPLYING OR COMING INTO COMPLIANCE WITH ALL HAZARDOUS MATERIAL LAWS (INCLUDING THE COST OF ANY REMEDIATION OR MONITORING REQUIRED IN CONNECTION THEREWITH) OR ANY OTHER REQUIREMENT OF LAW; PROVIDED, HOWEVER, THAT BORROWER SHALL HAVE NO OBLIGATIONS UNDER THIS SECTION 13.5(C) WITH RESPECT TO CLAIMS, DEMANDS, PENALTIES, FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS OR EXPENSES OWING TO ANY INDEMNIFIED PERSON TO THE EXTENT ARISING (A) AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A MRC Energy Company Credit Agreement 142 FINAL NON-APPEALABLE JUDGMENT, OR (B) AFTER SUCH INDEMNIFIED PERSON THEREOF TAKES POSSESSION OR CONTROL OF THE RELEVANT PROPERTY AND NOT RESULTING FROM ANY ACTIONS OR OMISSIONS OF BORROWER, PARENT OR ANY OF ITS SUBSIDIARIES. THE OBLIGATIONS OF BORROWER UNDER THIS SECTION 13.5(C) SHALL BE IN ADDITION TO ANY AND ALL OTHER OBLIGATIONS AND LIABILITIES BORROWER MAY HAVE TO ADMINISTRATIVE AGENT, ANY OF LENDERS OR ANY OTHER INDEMNIFIED PERSON AT COMMON LAW OR PURSUANT TO ANY OTHER AGREEMENT. (d) To the Agent extent permitted by applicable law, (i) no Credit Party shall assert, and each Lender (and their respective Affiliates)hereby waives, and their respective employees, agents, officers and directors from and any claim against any Indemnified Person and all claims(ii) neither the Administrative Agent, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent nor any Issuing Lender or any Lender in connection with the violation of Hazardous Material Laws)shall assert, court costs and litigation expenseseach hereby waives, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by claim against any Credit Party Party, in violation each case, on any theory of liability, for special, indirect, consequential or the non-compliance with applicable Hazardous Material Laws, punitive damages (ii) any personal injury (including wrongful death) as opposed to direct or property damage (real or personalactual damages) arising out of or related to such Hazardous Materialsof, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) with, or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of, this Agreement or any agreement or instrument contemplated hereby, the transaction contemplated hereby, any Advance or Letter of Credit or the use of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreementproceeds thereof.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse the payment of, within five (a5) Business Days of demand therefor (except for closing costs which shall be payable on the Effective Date) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket closing costs and expenses, including, by way of description and not limitation, reasonable invoiced house and outside attorney fees (without duplication of fees and expenses for the same services) and advances, appraisal and accounting fees, and lien search fees, and required travel costs, fees incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , or in connection with the administration of this Agreement or any amendment amendment, refinancing or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each restructuring of the Lenderscredit arrangements provided under this Agreement, as the case may be, for (ii) all stamp and other taxes (excluding income, franchise and other similar taxes taxes) and duties fees payable or determined to be payable in connection with the execution, delivery, filing filing, recording or recording amendment of this Agreement and the other Loan Documents and and/or the consummation of the transactions contemplated herebyhereby by Agent or any Bank, and any and all liabilities with respect to or resulting from any delay by any Loan Party in paying or omitting to pay such taxes or duties. Furthermorefees, and (iii) all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced attorney fees, incurred by expenses of the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ rights against Banks (including reasonable fees and expenses of outside counsel (but without duplication of fees and expenses for the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders same services)) in connection with any Event of Default action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the enforcement Agent or any of the loans (whether incurred through negotiationsBanks from paying any amount under, legal proceedings or otherwise), including by way of description and not limitation, such charges otherwise relating in any court or bankruptcy proceedings or arising out way to, any Letter of Credit and any claim or action by and all reasonable costs and expenses which any person against the of them may incur relative to any payment under any Letter of Credit. At Agent's option, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or Lender’s relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All all of said amounts required to be paid by the Borrower hereunder and Company, if not paid forthwith upon demandwhen due, may be charged by Agent as aforesaida Prime-based Advance against the Indebtedness, and the Agent shall bear interestthereafter endeavor to promptly notify the Company of said action. Notwithstanding the foregoing, from nothing contained in this Section 12.5 shall affect or reduce the date incurred to rights of any Bank or the date payment is received by the Agent, at the Base Rate, plus two percent (2%)Agent under Section 10.5 hereof. (b) The Borrower Company agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) Banks harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced house and outside attorneys’ ' fees and disbursements (but without duplication of such fees and disbursements expenses for the same services), incurred by the Agent and each of the Lenders Banks by reason of an Event of Default, or enforcing the obligations of Company or any Credit Party Subsidiary under this Agreement or any of the other Loan Documents, as applicable, Documents or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan DocumentsDocuments or any Subordination Agreement, excluding, however, any loss, cost, damage, liability or expenses to the extent arising solely as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b12.5(b). (c) The Borrower Company agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates)of the Banks, and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender Bank in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, excluding however, those arising solely as a result of the gross negligence or willful misconduct of the Agent or of the Person seeking indemnification, as the case may be) arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by Company or any Credit Party of their respective Subsidiaries in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) the cost of remediation or monitoring of all Hazardous Materials in violation of or non-compliance with applicable Hazardous Material Laws from all or any portion of any premises owned by Company or their respective Subsidiaries, (v) complying or coming into compliance with all Hazardous Material Laws and/or (including the cost vi) any violation of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may beHazardous Material Laws. The obligations of the Borrower Company under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower Company may have to the Agent or any of the Lenders Banks at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) (i) the Agent and its Affiliates for payment of, on demand, all reasonable and documented out-of-pocket costs and expenses, including, by way of description and not limitation, reasonable invoiced in-house and outside attorney fees and advances, appraisal advances and accounting fees, lien search fees, and required travel costs, incurred by the Agent and its Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby, or in connection with the administration or enforcement of this Agreement or the other Loan Documents (including the obtaining of legal advice regarding the rights and responsibilities of the parties hereto) or any refinancing or restructuring of the loans or Advances provided under this Agreement or the other Loan Documents, or any amendment or modification thereof requested by the Borrower, and (ii) each Lender for payment of, on demand, all reasonable and documented costs and expenses, including by way of description and not limitation, reasonable invoiced attorney fees, appraisal and accounting fees, lien search fees, and required travel costs, incurred by each Lender in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that such amounts shall not exceed a total aggregate cost of $15,000) and any reasonable invoiced attorneys’ fees incurred , in connection with any amendment or modification thereof requested by the Borrower (provided that such amounts shall not exceed a total aggregate cost of $2,000 for any Fiscal Year), and (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and similar other taxes and duties payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties. Furthermore, all reasonable and documented out-of-pocket costs and expenses, including without limitation invoiced reasonable attorney fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the Lenders’ ' rights against the Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise), including by way of description and not limitation, such charges in any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Lender which would not have been asserted were it not for the Agent’s 's or such Affiliate’s 's or Lender’s 's relationship with the Borrower hereunder or otherwise, shall also be paid by the Borrower. All of said amounts required to be paid by the Borrower hereunder and not paid forthwith upon demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus two percent (2%). (b) The Borrower agrees to indemnify and hold the Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable invoiced attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by the Agent and each of the Lenders by reason of an Event of Default, or enforcing the obligations of any Credit Party under this Agreement or any of the other Loan Documents, as applicable, or in the prosecution or defense of any action or proceeding concerning any matter growing out of or connected with this Agreement or any of the Loan Documents, excluding, however, any loss, cost, damage, liability or expenses to the extent arising as a result of the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b). (c) The Borrower agrees to defend, indemnify and hold harmless the Agent and each Lender (and their respective Affiliates), and their respective employees, agents, officers and directors from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature (including without limitation, reasonable and invoiced attorneys and consultants fees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, from or affecting any premises owned or occupied by any Credit Party in violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of any remediation or monitoring required in connection therewith) or any other Requirement of Law; provided, however, that the Borrower shall have no obligations under this Section 13.5(c) with respect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extent arising as a result of the gross negligence or willful misconduct of the Agent or such Lender, as the case may be. The obligations of the Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.by