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

Closing Costs and Other Costs; Indemnification. To the extent not restricted by any applicable law, Company shall pay or reimburse (a) Agent and its Affiliates for payment of, within five (5) Business Days after demand, all reasonable costs and out-of-pocket expenses (other than Excluded Taxes), including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by 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 Company, and (b) Agent and its Affiliates and each of the Banks, 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 (other than any 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; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below), incurred by Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks in revising, preserving, protecting, exercising or enforcing any of its or any of the Banks’ rights against Company and of its Subsidiaries, or otherwise incurred by Agent and its Affiliates and the Banks in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Agent, its Affiliates, or any Bank which would not have been asserted were it not for Agent’s or such Affiliate’s or Bank’s relationship with Company hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing party. 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%).

Closing Costs and Other Costs; Indemnification. To the extent not restricted by any applicable law, Company (a) Borrowers shall pay or reimburse reimburse, on a joint and several basis, (a) Agent and its Affiliates for payment of, within five (5) Business Days after on demand, all reasonable costs and out-of-pocket expenses (other than Excluded Taxes)expenses, including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by 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 CompanyBorrowers, and (b) Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksLenders’ rights against Company and of its SubsidiariesBorrowers or any other Credit Party, or otherwise incurred by Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for Agent’s or such Affiliate’s or BankLender’s relationship with Company Borrowers hereunder or otherwise, shall also be paid paid, on a joint and several basis, by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing partyBorrowers. All of said amounts required to be paid by Company, 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, at the Base Prime-based Rate, plus two percent (2%). (b) Borrowers jointly and severally agree to indemnify and hold Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by 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 Borrowers agree on a joint and several basis to defend, indemnify and hold harmless 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 attorneys and consultants fees, investigation and laboratory fees, environmental studies required by 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 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 Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities Borrowers may have to Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. To (a) The Parent and the extent not restricted by any applicable law, Company Borrowers shall pay or reimburse (a) the Agent and its Affiliates for payment of, within five (5) Business Days after on demand, all reasonable and documented costs and out-of-pocket expenses (other than Excluded Taxes)expenses, including, by way of description and not limitation, reasonable inand documented out-house and outside of-pocket attorney fees (but limited to one primary counsel and, as reasonably required by Agent, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the party affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected party) 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 Companythe Borrowers, and (b) the Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksLenders’ rights against Company and of its Subsidiariesthe Borrowers or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Bank Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or BankLender’s relationship with Company the Borrowers hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing partyBorrowers. All of said amounts required to be paid by Company, the 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 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 and documented attorney fees and disbursements (but limited to one primary counsel and, as reasonably required by Agent, one local counsel in each relevant material jurisdiction), 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 (i) the gross negligence or willful misconduct of the party seeking to be indemnified under this Section 13.5(b) and (ii) disputes between and among any parties seeking to be indemnified under this Section 13.5(b) to the extent such disputes do not arise from any act or omission of the Credit Parties or their Affiliates. (c) The 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 attorney’s fees (but limited to one counsel and, if deemed necessary by the Agent, one firm of local counsel in each relevant material jurisdiction and such other additional counsel as may be appointed in the event of a conflict of interest) 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) Borrowers’ 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 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 (i) the gross negligence or willful misconduct of the Agent or such Lender, as the case may be, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction and (ii) disputes between and among any parties seeking to be indemnified under this Section 13.5(c) to the extent such disputes do not arise from any act or omission of the Credit Parties or their Affiliates. The obligations of the Borrowers under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities the 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. To the extent not restricted by any applicable law, Company (a) Borrower shall pay or reimburse (a) Agent and its Affiliates for payment of, within five (5) Business Days after on demand, all reasonable costs and out-of-pocket expenses (other than Excluded Taxes)expenses, including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by 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 CompanyBorrower, and (b) Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksLenders’ rights against Company and of its SubsidiariesBorrower or any other Credit Party, or otherwise incurred by Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for Agent’s or such Affiliate’s or BankLender’s relationship with Company Borrower hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing partyBorrower. All of said amounts required to be paid by Company, Borrower 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%) but in no event in excess of the maximum interest rate permitted by applicable law. (b) Borrower agrees to indemnify and hold Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by 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 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 attorneys and consultants fees, investigation and laboratory fees, environmental studies required by 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 Borrower under this Section 13.5(c) shall be in addition to any and all other obligations and liabilities Borrower may have to Agent or any of the Lenders at common law or pursuant to any other agreement.

Closing Costs and Other Costs; Indemnification. To (a) Whether or not the extent not restricted by any applicable lawtransactions contemplated hereby shall be consummated, Company the Borrower shall pay or reimburse (a) Agent the Agent, the Lenders and its their respective Affiliates for payment of, within five (5) Business Days after on demand, all reasonable and documented costs and out-of-pocket expenses (other than Excluded Taxes), including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by Agent the Agent, Lenders and its their respective 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 Loans provided under this Agreement or the other Loan DocumentsDocuments or the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any amendment other documents or modification thereof matters requested by CompanyXxxxxxxx, including, by way of description and not limitation, reasonable outside attorney fees (which shall be limited to one outside counsel for the Agent and one outside counsel for the Lenders (absent a conflict of interest (in which case, each group of similarly situated and conflicted Lenders may engage and be reimbursed for an additional firm of outside counsel)) and if necessary, one local counsel in each relevant jurisdiction and such specialist counsel as the Agent may reasonably determine to be necessary and one local counsel in each relevant jurisdiction and such specialist counsel as the Lenders may reasonably determine to be necessary (the "Legal Counsel Limitations")) and advances, appraisal, auditing, consulting and accounting fees, costs and expenses of creating and perfecting Liens in favor of the Agent, for the benefit of Agent and the Lenders (including, without limitation, filing and recording fees and lien search fees), costs and expenses (including the fees, expenses and disbursements of any appraisers, consultants, advisors and agents retained by Agent and its counsel and Lenders and their counsel) in connection with the custody or preservation of any of the Collateral and required travel costs, and (b) the Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent the Agent, the Lenders and its their respective Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksAgent’s and the Lenders’ rights against Company and of its Subsidiariesthe Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans their rights and remedies hereunder (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), including by way of description and not limitation, such charges incurred in connection with the sale of, collection from or other realization upon any of the Collateral, in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “workout” or pursuant to any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or BankXxxxxx’s relationship with Company the Borrower hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing party. 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%)Borrower.

Closing Costs and Other Costs; Indemnification. To the extent not restricted by any applicable law, Company (a) The Borrower shall pay or reimburse (ai) the Agent and its each of the Lenders and their respective Affiliates for payment of, within five (5) Business Days after on demand, all reasonable costs and out-of-pocket expenses (other than Excluded Taxes)expenses, including, by way of description and not limitation, reasonable 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 each of the Lenders and their respective Affiliates in connection with the commitment, consummation and closing of the loans contemplated herebyhereby (less, in the case of the Agent, any good faith deposit received by Agent from the Borrower prior to the Effective Date), 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 Companythe Borrower, and (bii) the Agent and its Affiliates and each of the BanksLenders and their respective Affiliates, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by the Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksLenders’ rights against Company and of its Subsidiariesthe Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Bank Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or BankLender’s relationship with Company the Borrower hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing partyBorrower. All of said amounts required to be paid by Company, 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 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 13.4(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 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 13.4(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 13.4(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. To (a) Whether or not the extent not restricted by any applicable lawtransactions contemplated hereby shall be consummated, Company the Borrower shall pay or reimburse (a) Agent the Agent, the Lenders and its their respective Affiliates for payment of, within five (5) Business Days after on demand, all reasonable and documented costs and out-of-pocket expenses (other than Excluded Taxes), including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by Agent the Agent, Lenders and its their respective 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 Loans provided under this Agreement or the other Loan DocumentsDocuments or the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any amendment other documents or modification thereof matters requested by CompanyXxxxxxxx, including, by way of description and not limitation, reasonable outside attorney fees (which shall be limited to one outside counsel for the Agent and one outside counsel for the Lenders (absent a conflict of interest (in which case, each group of similarly situated and conflicted Lenders may engage and be reimbursed for an additional firm of outside counsel)) and if necessary, one local counsel in each relevant jurisdiction and such specialist counsel as the Agent may reasonably determine to be necessary and one local counsel in each relevant jurisdiction and such specialist counsel as the Lenders may reasonably determine to be necessary (the "Legal Counsel Limitations")) and advances, appraisal, auditing, consulting and accounting fees, costs and expenses of creating and perfecting Liens in favor of the Agent, for the benefit of Agent and the Lenders (including, without limitation, filing and recording fees and lien search fees), costs and expenses (including the fees, expenses and disbursements of any appraisers, consultants, advisors and agents retained by Agent and its counsel and Lenders and their counsel) in connection with the custody or preservation of any of the Collateral and required travel costs, and (b) the Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent the Agent, the Lenders and its their respective Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksAgent’s and the Lenders’ rights against Company and of its Subsidiariesthe Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans their rights and remedies hereunder (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), including by way of description and not limitation, such charges incurred in connection with the sale of, collection from or other realization upon any of the Collateral, in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “workout” or pursuant to any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or BankXxxxxx’s relationship with Company the Borrower hereunder or otherwise, shall also be paid by Company; providedthe Borrower. (b) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 12.4(a), howeverWHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, that THE BORROWER AGREES TO DEFEND (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees andSUBJECT TO THE LEGAL COUNSEL LIMITATIONS)), to the extent reasonably determined by the Agent to be necessaryINDEMNIFY, one local counsel in each applicable jurisdiction andPAY AND HOLD HARMLESS, in the case of an actual or reasonably perceived conflict of interestAGENT AND EACH LENDER, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing party. 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%).THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS,

Closing Costs and Other Costs; Indemnification. To the extent not restricted by any applicable law, Company (a) Borrowers shall pay or reimburse (a) Agent and its Affiliates for payment of, within five (5) Business Days after on demand, all reasonable costs and out-of-pocket expenses (other than Excluded Taxes)expenses, including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by 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 CompanyBorrowers, and (b) Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent and its Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks Lenders in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksLenders’ rights against Company and of its SubsidiariesBorrowers or any other Credit Party, or otherwise incurred by Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), 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 Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for Agent’s or such Affiliate’s or BankLender’s relationship with Company Borrowers hereunder or otherwise, shall also be paid by Company; provided, however, that (i) the Company shall only be required to indemnify the Indemnitees for the reasonable legal fees and out-of-pocket expenses of one primary counsel to the Indemnitees and, to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or reasonably perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or the Loan Documents, (x) a wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by the Company or any of its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing partyBorrowers. All of said amounts required to be paid by Company, Borrowers hereunder and not paid forthwith upon promptly following demand, as aforesaid, shall bear interest, from the date incurred to the date payment is received by Agent, at the Base Prime-based Rate, plus two percent (2%). (b) Borrowers agrees to indemnify and hold Agent and each of the Lenders (and their respective Affiliates) harmless from all loss, cost, damage, liability or expenses, including reasonable house and outside attorneys’ fees and disbursements (but without duplication of such fees and disbursements for the same services), incurred by 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, 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) Borrowers agree to defend, indemnify and hold harmless 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 attorneys

Closing Costs and Other Costs; Indemnification. To (a) Whether or not the extent not restricted by any applicable lawtransactions contemplated hereby shall be consummated, Company the Borrower shall pay or reimburse (a) Agent the Agent, the Lenders and its their respective Affiliates for payment of, within five (5) Business Days after on demand, all reasonable and documented costs and out-of-pocket expenses (other than Excluded Taxes), including, by way of description and not limitation, reasonable in-house and outside attorney fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by Agent the Agent, Lenders and its their respective 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 Loans provided under this Agreement or the other Loan DocumentsDocuments or the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any amendment other documents or modification thereof matters requested by CompanyBorrower, including, by way of description and not limitation, reasonable outside attorney fees (which shall be limited to one outside counsel for the Agent and one outside counsel for the Lenders (absent a conflict of interest (in which case, each group of similarly situated and conflicted Lenders may engage and be reimbursed for an additional firm of outside counsel)) and if necessary, one local counsel in each relevant jurisdiction and such specialist counsel as the Agent may reasonably determine to be necessary and one local counsel in each relevant jurisdiction and such specialist counsel as the Lenders may reasonably determine to be necessary (the “Legal Counsel Limitations”)) and advances, appraisal, auditing, consulting and accounting fees, costs and expenses of creating and perfecting Liens in favor of the Agent, for the benefit of Agent and the Lenders (including, without limitation, filing and recording fees and lien search fees), costs and expenses (including the fees, expenses and disbursements of any appraisers, consultants, advisors and agents retained by Agent and its counsel and Lenders and their counsel) in connection with the custody or preservation of any of the Collateral and required travel costs, and (b) the Agent and its Affiliates and each of the BanksLenders, 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 (other than any Excluded Taxes)hereby, and any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or duties; provided, in the case of both (a) and (b), that the Company shall only be required to indemnify Agent and its Affiliates and each of the Banks for the reasonable legal fees and out-of-pocket expenses of one primary counsel to all such indemnified persons and, to the extent reasonably determined by Collateral Agent to be necessary, one local counsel in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party. Furthermore, all reasonable costs and out-of-pocket expenses, including without limitation attorney fees (subject to the proviso below)fees, incurred by Agent the Agent, the Lenders and its their respective Affiliates and, after the occurrence and during the continuance of an Event of Default, by the Banks in revising, preserving, protecting, exercising or enforcing any of its or any of the BanksAgent’s and the Lenders’ rights against Company and of its Subsidiariesthe Borrower or any other Credit Party, or otherwise incurred by the Agent and its Affiliates and the Banks Lenders in connection with any Event of Default or the enforcement of the loans their rights and remedies hereunder (whether incurred through negotiations, legal proceedings or otherwise, but excluding any Excluded Taxes), including by way of description and not limitation, such charges incurred in connection with the sale of, collection from or other realization upon any of the Collateral, in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “workout” or pursuant to any court or bankruptcy proceedings or arising out of any claim or action by any person against the Agent, its Affiliates, or any Bank Lender which would not have been asserted were it not for the Agent’s or such Affiliate’s or BankLender’s relationship with Company the Borrower hereunder or otherwise, shall also be paid by Company; providedthe Borrower. Notwithstanding the foregoing, however, that (i) the Company shall only be aggregate amount of Effective Date Legal Fees required to indemnify be reimbursed by the Indemnitees for the reasonable legal fees and outBorrower shall not exceed $400,000. (b) IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 12.4(a), WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, THE BORROWER AGREES TO DEFEND (SUBJECT TO THE LEGAL COUNSEL LIMITATIONS)), INDEMNIFY, PAY AND HOLD HARMLESS, AGENT AND EACH LENDER, THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, PARTNERS, DIRECTORS, TRUSTEES, EMPLOYEES AND AGENTS OF AGENT AND EACH LENDER (EACH, AN “INDEMNITEE”), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; PROVIDED, THE BORROWER SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-of-pocket expenses of one primary counsel to the Indemnitees andAPPEALABLE ORDER, to OF THAT INDEMNITEE. TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 12.4(b) MAY BE UNENFORCEABLE IN WHOLE OR IN PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE BORROWER SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM. (c) To the extent reasonably determined permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against Lenders, Agent and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to be necessarydirect or actual damages) (whether or not the claim therefor is based on contract, one local counsel in each tort or duty imposed by any applicable jurisdiction andlegal requirement) arising out of, in the case of an actual connection with, as a result of, or reasonably perceived conflict of interestin any way related to, one additional counsel (plus one local counsel in each applicable jurisdiction if reasonably necessary) per affected party and (ii) Company shall not be required to indemnify any Indemnitee to the extent of any liability arising out of (v) the gross negligence, bad faith or willful misconduct of any party seeking to be indemnified under this Section 13.5, (w) a material breach by an Indemnitee of its express and material contractual obligations under this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan Documents, (x) a wrongful dishonor or the use of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft proceeds thereof or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, (y) disputes between and among the Indemnitees and/or their Affiliates, employees or agents (other than disputes involving the Agent in its capacity as such) other than any dispute related to any act or omission by or event occurring in connection therewith, and the Company Borrower hereby waives, releases and agrees not to xxx upon any such claim or any of such damages, whether or not accrued and whether or not known or suspected to exist in its Subsidiaries or (z) disputes between and among the Indemnitees and/or their Affiliates, employees or agents on the one hand and the Company on the other hand; provided, solely in the case of a liability as described under clause (w) above, that (i) the Company or the relevant Account Party has obtained a final and non-appealable judgment of a court of competent jurisdiction in favor of the Company or the relevant Account Party in respect of such claim of breach, or (ii) the Company by non-appealable judgment is the prevailing party. 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%)favor.