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) the Agent and its Affiliates for payment of, on demand, all reasonable costs and 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 (i) the Agent and its Affiliates, and (ii) Square 1 Bank, in connection with the commitment, consummation and closing of the loans contemplated hereby (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 (b) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and 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 costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%).

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (ai) 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 in-house and outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by (i) the Administrative Agent and its Affiliates, and (ii) Square 1 Bank, Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby (provided that costs and expenses payable to Square 1 Bank as of the Effective Date shall not exceed $7,500)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 (bii) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and 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 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%).amount due. MRC Energy Company Credit Agreement

Closing Costs and Other Costs; Indemnification. (a) The Each Borrower shall pay agrees to pay, or reimburse (a) the Agent and its Affiliates for payment of, within five Business Days of demand therefor (except for closing costs which shall be payable on demand, the Effective Date) (i) all reasonable closing costs and expenses, including, by way of description and not limitation, reasonable in-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 (i) the Agent and its Affiliates, and (ii) Square 1 Bank, in connection with the commitment, consummation and closing of the loans contemplated hereby (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 amendment, refinancing or restructuring of the loans or Advances credit arrangements provided under this Agreement or the other Loan DocumentsAgreement, or any amendment or modification thereof requested by the Borrower, 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 duties other similar taxes) and 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 costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%)Indebtedness.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (ai) 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 in-house and outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by (i) the Administrative Agent and its Affiliates, and (ii) Square 1 Bank, Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby (provided that costs and expenses payable to Square 1 Bank as of the Effective Date shall not exceed $7,500)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 (bii) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and 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 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 demandamount due. (b) BORROWER AGREES TO INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, as aforesaidISSUING LENDER AND EACH LENDER AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH, shall bear interest, from the date incurred to the date payment is received by the Agent, at the Base Rate, plus three percent (3%).AN

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Company agrees to pay, or reimburse (a) the Agent and its Affiliates for payment of, within five (5) Business Days of demand therefor (except for closing costs which shall be payable on demand, the Effective Date) (i) all reasonable closing costs and expenses, including, by way of description and not limitation, reasonable 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 (i) the Agent and its Affiliates, and (ii) Square 1 Bank, in connection with the commitment, consummation and closing of the loans contemplated hereby (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 amendment, refinancing or restructuring of the loans or Advances credit arrangements provided under this Agreement or the other Loan DocumentsAgreement, or any amendment or modification thereof requested by the Borrower, 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 duties other similar taxes) and 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 costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%)Agent under Section 10.5 hereof.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay Borrowers agree to pay, or reimburse (a) the Agent and its Affiliates for payment of, within five (5) Business Days of demand therefor (except for closing costs which shall be payable on demand, the Effective Date) (i) all reasonable closing costs and expenses, including, by way of description and not limitation, reasonable in-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 (i) the Agent and its Affiliates, and (ii) Square 1 Bank, in connection with the commitment, consummation and closing of the loans contemplated hereby (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 amendment, refinancing or restructuring of the loans or Advances credit arrangements provided under this Agreement or the other Loan DocumentsAgreement, or any amendment or modification thereof requested by the Borrower, and (bii) the Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and 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 costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%)Indebtedness.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (ai) 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 in-house and outside attorney fees and advisor fees and advances, appraisal and accounting fees, lien search fees, and required travel costs, incurred by (i) the Administrative Agent and its Affiliates, and (ii) Square 1 Bank, Affiliates in connection with the commitment, consummation syndication, negotiation, consummation, closing and closing funding of the loans contemplated hereby (provided that costs and expenses payable to Square 1 Bank as of the Effective Date shall not exceed $7,500)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 Second Amended and Restated Credit Agreement 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 (bii) the Administrative Agent and its Affiliates and each of the Lenders, as the case may be, for all stamp and 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 pocket costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%)amount due.

Closing Costs and Other Costs; Indemnification. (a) The Borrower shall pay or reimburse (a) the Agent Bank and its Affiliates for payment of, on demand, all reasonable costs and 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 (i) the Agent Bank and its Affiliates, and (ii) Square 1 Bank, Affiliates in connection with the commitment, consummation and closing of the loans contemplated hereby (provided that costs and expenses payable to Square 1 Bank as of the Effective Date shall not exceed $7,500)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, provided that the Borrower’s liability to Bank for such amounts related to the commitment, consummation and closing (but not administration or enforcement) of the loans contemplated hereby shall be limited to (i) $10,000 for due diligence and (ii) the first $25,000 - 63 - 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 attorney fees and advances for which the Borrower is not liable, if any, shall be paid by the Borrower on the Effective Date and credited against the amount of the Facility Fee that is payable by the Borrower after the Effective Date) in excess of $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 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 costs and expenses, including without limitation 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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 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 three percent (3%).