Common use of Costs, Expenses and Taxes; Indemnification Clause in Contracts

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) in connection with the preparation, execution and delivery of the Loan Documents and the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all out-of-pocket costs and expenses of the Agent and each of the Banks in connection with the enforcement of the Loan Documents. The Borrower agrees to pay, and save the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating to or arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person or arising solely from claims between one such Indemnified Person and another such Indemnified Person.

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to Companies shall pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) Agents in connection with the negotiation, syndication, preparation, execution and delivery of this Agreement and any amendments thereto or waivers thereof which may be requested by the Loan Documents Companies, including the reasonable fees and out-of-pocket expenses of legal counsel to Agents. The Companies shall pay on demand the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all reasonable out-of-pocket costs and expenses of the Agent Agents and each of the Banks Lenders in connection with the enforcement of this Agreement and/or the Loan Documents. The Borrower agrees to pay, Notes and save the Banks harmless from all liability for, in connection with any stamp amendments thereto or other taxes waivers thereof which may be payable requested by the Companies during the continuance of, or to avoid, a Default or Event of Default, including any amendments or waivers tantamount to a refinancing, restructuring, or reorganization (whether or not under any Bankruptcy Law). The out-of-pocket costs and expenses referred to in the previous sentence shall include the reasonable fees and out-of-pocket expenses of any legal counsel retained by the Agents or by any Lender, and the reasonable fees and out-of-pocket expenses of any independent public accountants and other outside experts retained by the Agents on behalf of the Lenders. The Lenders agree that, with respect to the execution or delivery retention of separate legal counsel for each Lender under such circumstances, each will consider in good faith whether separate legal counsel is reasonably appropriate under the Loan Documentspolicies of that Lender and, in any event, endeavor to avoid unreasonable duplication of work effort by such legal counsel. The Borrower agrees Companies shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to defendbanks) and shall reimburse, protect, indemnifyhold harmless, and hold harmless indemnify the Agent Agents and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") Lender from and against any and all liabilitiesloss, obligationsliability, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating legal or other expense with respect to or arising out resulting from any delay in paying or failure to pay any tax, cost, expense, fee, or charge or that any of them may suffer or in connection with incur by reason of the making failure of loans the Companies to perform any of its obligations under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing Notes. Any amount payable to the extent resulting Agents or any Lender under this Section shall bear interest from the gross negligence or willful misconduct date of such Indemnified Person or arising solely from claims between receipt of demand for payment at the Base Rate plus one such Indemnified Person and another such Indemnified Personpercent (1%).

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Term Loan is made hereunder or any Letter of Credit is issued hereunder, to pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) in connection with the preparation, execution and delivery of the Loan Documents and the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all out-of-pocket costs and expenses of the Agent and each of the Banks in connection with the enforcement of the Loan Documents. The Borrower agrees to pay, and save the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating to or arising out of or in connection with the making of loans under this Agreement, under the Borrower's Revolving Credit Agreement or under the Xxxx Dain Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Xxxorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person or arising solely from claims between one such Indemnified Person and another such Indemnified Person.

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to Companies shall pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) Agents in connection with the negotiation, syndication, preparation, execution and delivery of this Agreement and any amendments thereto or waivers thereof which may be requested by the Loan Documents Companies, including the reasonable fees and out-of- pocket expenses of legal counsel to Agents. The Companies shall pay on demand the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all reasonable out-of-pocket costs and expenses of the Agent Agents and each of the Banks Lenders in connection with the enforcement of this Agreement and/or the Loan Documents. The Borrower agrees to pay, Notes and save the Banks harmless from all liability for, in connection with any stamp amendments thereto or other taxes waivers thereof which may be payable requested by the Companies during the continuance of, or to avoid, a Default or Event of Default, including any amendments or waivers tantamount to a refinancing, restructuring, or reorganization (whether or not under any Bankruptcy Law). The out-of-pocket costs and expenses referred to in the previous sentence shall include the reasonable fees and out-of-pocket expenses of any legal counsel retained by the Agents or by any Lender, and the reasonable fees and out-of-pocket expenses of any independent public accountants and other outside experts retained by the Agents on behalf of the Lenders. The Lenders agree that, with respect to the execution or delivery retention of separate legal counsel for each Lender under such circumstances, each will consider in good faith whether separate legal counsel is reasonably appropriate under the Loan Documentspolicies of that Lender and, in any event, endeavor to avoid unreasonable duplication of work effort by such legal counsel. The Borrower agrees Companies shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to defendbanks) and shall reimburse, protect, indemnifyhold harmless, and hold harmless indemnify the Agent Agents and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") Lender from and against any and all liabilitiesloss, obligationsliability, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating legal or other expense with respect to or arising out resulting from any delay in paying or failure to pay any tax, cost, expense, fee, or charge or that any of them may suffer or in connection with incur by reason of the making failure of loans the Companies to perform any of its obligations under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing Notes. Any amount payable to the extent resulting Agents or any Lender under this Section shall bear interest from the gross negligence or willful misconduct date of such Indemnified Person or arising solely from claims between receipt of demand for payment at the Base Rate plus one such Indemnified Person and another such Indemnified Personpercent (1%).

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agreesshall pay (i) all out‑of‑pocket expenses incurred by the Bank and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Bank, in connection with preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions of any Loan Document (whether or not the transactions contemplated thereby shall be consummated) and (ii) all expenses incurred by the Bank, including the reasonable fees, charges and disbursements of any counsel (including any in-house counsel, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay on demand the following an out-of-pocket costs and expenses incurred in connection with basis) for the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) in connection with the preparationBank, execution and delivery of the Loan Documents and the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all out-of-pocket costs and expenses of the Agent and each of the Banks in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 9.5, or in connection with the Term Loan made hereunder, including all such out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loan or during any proceeding under any federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law now or hereafter in effect. (b) The Borrower agrees to payshall indemnify the Bank and its Related Parties (each such Person being called an “Indemnitee”) against, and save the Banks hold each Indemnitee harmless from all liability forfrom, any stamp and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or other taxes which may be payable with respect to asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties to the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each Documents of their respective affiliates and each obligations thereunder or the consummation of the respective officersTransactions, directors, employees and agents of each (ii) any Loans or the use of the foregoing proceeds, (each an "Indemnified Person" and collectivelyiii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower, the "Indemnified Persons") from and against or any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, Environmental Liability related in any manner relating way to or arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent resulting that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person Indemnitee. (c) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising solely from claims between one such Indemnified Person and another such Indemnified Person.out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the Transactions or any Loan or the use of the proceeds thereof. (d) All amounts due under this Section 9.5 shall be payable promptly but in no event later than thirty days after written demand therefor. Section 9.6

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, agrees to pay on demand the following out-of-pocket all reasonable costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) in connection with the preparation, execution execution, delivery and delivery enforcement of any of the Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Bank. The Borrower also agrees to pay all such costs and expenses, including court costs, incurred in connection with the enforcement of any of the Loan Documents or any amendment, modification or supplement thereto, whether by negotiation, legal proceedings or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and the preparationother documents to be delivered under any such Loan Documents, negotiation and execution of agrees to save the Bank harmless from and against any and all amendments liabilities with respect to each thereof or resulting from any delay in paying or omission to pay such taxes and (ii) all out-of-pocket costs and expenses of the Agent and each of the Banks in connection with the enforcement of the Loan Documentsfees. The Borrower also agrees to pay, and save the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, indemnify and hold harmless the Agent Bank and each and all of the Banks, each of their respective its affiliates and each of the its respective directors, officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified PersonsParties") from and against any and all liabilitiesactions, obligationssuits, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses claims and disbursements liabilities to third parties unaffiliated with the Indemnified Parties of any kind or nature whatsoevernature, includingjoint or several, without limitation, the fees and disbursements of counsel to which such Indemnified PersonsParties may become subject, in any manner relating related to or arising out of or any of the transactions contemplated herein, including without limitation, the execution of the Loan Documents and the closing of the Revolving Credit Commitment, and will reimburse the Indemnified Parties for all out-of-pocket expenses (including attorneys' fees and expenses) on demand as they are incurred in connection with the making investigation of, preparation for, or defense of loans under this Agreement any pending or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement threatened claim or the WAH Acquisitionany action or proceeding arising therefrom; provided, however, that the Borrower no Indemnified Party shall have no obligation any right to an Indemnified Person with respect to indemnification for any of the foregoing to the extent resulting from the gross negligence or willful misconduct of such any Indemnified Person or arising solely from claims between one such Indemnified Person and another such Indemnified PersonParty.

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, agrees to pay on demand the following reasonable fees and out-of-pocket costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses charges of outside counsel to the Agent) in connection with the preparation, execution execution, delivery, amendment and delivery administration of the Loan Financing Documents and the preparation, negotiation and execution of any and Credit Extensions. Borrower agrees to pay on demand all amendments to each thereof and (ii) all out-of-pocket reasonable costs and expenses of (including, without limitation, reasonable attorneys' fees) incurred by the Agent and each the Banks, upon or after an Event of the Banks Default, if any, in connection with the enforcement of any of the Loan Financing Documents, any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work-out" or any insolvency or bankruptcy proceeding involving Borrower and any amendments, waivers or consents with respect to any of the foregoing. The In addition, Borrower shall pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Financing Documents, and agrees to pay, and save each of the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilitiesliabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees, obligationsexcept those resulting from such Bank's gross negligence or willful misconduct. Borrower agrees to indemnify the Agent and each Bank, and each of their respective directors, officers and employees (the "Indemnitees") against all losses, claims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever, (including, without limitation, all expenses of litigation or preparation therefor whether or not the fees and disbursements Agent or any Bank is a party thereto) (collectively, the "Indemnified Amounts") which any of counsel to such Indemnified Persons, in any manner relating to them may pay or incur arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, relating to this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement other Financing Documents, the transactions contemplated hereby or the WAH Acquisitiondirect or indirect application or proposed application of the proceeds of any Credit Extension hereunder; provided, however, provided that the Borrower shall have no obligation to an Indemnified Person with respect not be liable to any of the foregoing Indemnitee for any Indemnified Amount to the extent resulting a court of competent jurisdiction has determined in a final non-appealable judgment that the foregoing resulted solely from the such Indemnitee's gross negligence or willful misconduct misconduct. Borrower further agrees (y) to assert no claims for consequential damages on any theory of liability in connection in any way with the Financing Documents or the transactions evidenced thereby and (z) not to settle any claim, litigation or proceeding relating to the Financing Documents or the transactions evidenced thereby unless such settlement released all Indemnitees from any and all liability in respect of such Indemnified Person transaction or arising solely from claims between one unless each Indemnitee approves such Indemnified Person and another such Indemnified Personsettlement. The obligations of Borrower under this Section 10.6 shall survive the termination of this Agreement. Participations.

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, agrees to pay on demand the following out-of-pocket all costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) in connection with the preparation, execution execution, delivery, filing, recording, administration, modification and delivery amendment of this Agreement, the Revolving Loan Documents Notes and the preparationother documents to be delivered hereunder, negotiation including, without limitation, the reasonable fees and execution of any and all amendments to each thereof and (ii) all out-of-pocket costs and expenses of counsel for the Agent and each the Servicing Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement pursuant to the terms of the Banks Fee Letter. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Revolving Loan Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 7.5. In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Revolving Loan DocumentsNotes and the other documents to be delivered hereunder, and agrees to save the Agent, the Servicing Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. The Borrower further agrees to pay(i) reimburse the Agent, and save the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Servicing Agent and each Lender for any reasonable costs and all of expenses (including, without limitation, attorneys' and paralegals' fees and expenses) incurred by the BanksAgent in defending any suit brought against it by the Borrower or any other Person in connection with the transactions contemplated by this Agreement, each of their respective affiliates and (ii) indemnify and hold the Agent, the Servicing Agent and each of the Lender, and their respective officers, directors, employees employees, attorneys and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified PersonsIndemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoeverwhatsoever incurred by such Indemnitees, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by any Person, whether threatened or initiated, asserting any claim for legal or equitable remedy against any Person under any statute or regulation, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating to federal or state usury laws or under any common law or equitable cause or otherwise arising out of from or in connection with the making negotiation, preparation, execution, delivery, enforcement, performance and administration of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreementany other document executed in connection herewith, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, provided that the Borrower shall have no obligation to an Indemnified Person hereunder with respect to any of the foregoing to the extent resulting indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person or arising solely from claims between one Indemnitee seeking such Indemnified Person indemnification. Each Indemnitee will promptly notify the Borrower of the commencement of any legal proceeding which may give rise to any indemnified liability under the foregoing indemnity and another shall permit the Borrower to participate in the defense of any Indemnitee in any such Indemnified Personproceeding and shall consult with the Borrower prior to agreeing to any settlement related thereto (provided that the Indemnitees retain the sole right to agree to any such settlement). The foregoing indemnity shall survive the payment of the Obligations and the termination of this Agreement. All of the foregoing fees, costs and expenses shall be part of the Obligations, payable upon demand, and secured by the Collateral.

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to Company shall pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) Agents in connection with the negotiation, syndication, preparation, execution and delivery of this Agreement and any amendments thereto or waivers thereof which may be requested by the Loan Documents Company, including the reasonable fees and out-of-pocket expenses of legal counsel to Agents. The Company shall pay on demand the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all reasonable out-of-pocket costs and expenses of the Agent Agents and each of the Banks Lenders in connection with the enforcement of this Agreement and/or the Loan Documents. The Borrower agrees to pay, Notes and save the Banks harmless from all liability for, in connection with any stamp amendments thereto or other taxes waivers thereof which may be payable requested by the Company during the continuance of, or to avoid, a Default or Event of Default, including any amendments or waivers tantamount to a refinancing, restructuring, or reorganization (whether or not under any Bankruptcy Law). The out-of-pocket costs and expenses referred to in the previous sentence shall include the reasonable fees and out-of-pocket expenses of any legal counsel retained by the Agents or by any Lender, and the reasonable fees and out-of-pocket expenses of any independent public accountants and other outside experts retained by the Agents on behalf of the Lenders. The Lenders agree that, with respect to the execution or delivery retention of separate legal counsel for each Lender under such circumstances, each will consider in good faith whether separate legal counsel is reasonably appropriate under the Loan Documentspolicies of that Lender and, in any event, endeavor to avoid unreasonable duplication of work effort by such legal counsel. The Borrower agrees Company shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to defendbanks) and shall reimburse, protect, indemnifyhold harmless, and hold harmless indemnify the Agent Agents and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") Lender from and against any and all liabilitiesloss, obligationsliability, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating legal or other expense with respect to or arising out resulting from any delay in paying or failure to pay any tax, cost, expense, fee, or charge or that any of them may suffer or in connection with incur by reason of the making failure of loans the Companies to perform any of their obligations under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing Notes. Any amount payable to the extent resulting Agents or any Lender under this Section shall bear interest from the gross negligence or willful misconduct date of such Indemnified Person or arising solely from claims between receipt of demand for payment at the Base Rate plus one such Indemnified Person and another such Indemnified Personpercent (1%).

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to Companies shall ------------------------------------------ pay on demand the following out-of-pocket costs and expenses incurred in connection with the following matters: (i) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses of outside counsel to the Agent) Agents in connection with the negotiation, syndication, preparation, execution and delivery of this Agreement and any amendments thereto or waivers thereof which may be requested by the Loan Documents Companies, including the reasonable fees and out-of- --------- pocket expenses of legal counsel to Agents. The Companies shall pay on demand the preparation, negotiation and execution of any and all amendments to each thereof and (ii) all reasonable out-of-pocket costs and expenses of the Agent Agents and each of the Banks Lenders in connection with the enforcement of this Agreement and/or the Loan Documents. The Borrower agrees to pay, Notes and save the Banks harmless from all liability for, in connection with any stamp amendments thereto or other taxes waivers thereof which may be payable requested by the Companies during the continuance of, or to avoid, a Default or Event of Default, including any amendments or waivers tantamount to a --------- refinancing, restructuring, or reorganization (whether or not under any Bankruptcy Law). The out-of-pocket costs and expenses referred to in the previous sentence shall include the reasonable fees and out-of-pocket expenses of any legal counsel retained by the Agents or by any Lender, and the reasonable fees and out-of-pocket expenses of any independent public accountants and other outside experts retained by the Agents on behalf of the Lenders. The Lenders agree that, with respect to the execution or delivery retention of separate legal counsel for each Lender under such circumstances, each will consider in good faith whether separate legal counsel is reasonably appropriate under the Loan Documentspolicies of that Lender and, in any event, endeavor to avoid unreasonable duplication of work effort by such legal counsel. The Borrower agrees Companies shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to defendbanks) and shall reimburse, protect, indemnifyhold harmless, and hold harmless indemnify the Agent Agents and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") Lender from and against any and all liabilitiesloss, obligationsliability, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating legal or other expense with respect to or arising out resulting from any delay in paying or failure to pay any tax, cost, expense, fee, or charge or that any of them may suffer or in connection with incur by reason of the making failure of loans the Companies to perform any of its obligations under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing Notes. Any amount payable to the extent resulting Agents or any Lender under this Section shall bear interest from the gross negligence or willful misconduct date of such Indemnified Person or arising solely from claims between receipt of demand for payment at the Base Rate plus one such Indemnified Person and another such Indemnified Personpercent (1%).

Costs, Expenses and Taxes; Indemnification. (a) The Borrower agrees, whether or not any Loan is made hereunder or any Letter Borrowers shall reimburse the Bank for all of Credit is issued hereunder, to pay on demand the following out-of-pocket costs and Bank's reasonable expenses incurred in connection with the following mattersdevelopment, preparation, execution, delivery, modification, regular review and administration of this Agreement and all other Loan Documents, including searches, filings, filing fees and taxes and the reasonable fees and disbursements of the Bank's attorneys, and all costs and expenses incurred by the Bank (including attorneys' fees and disbursements) to: (i) all out-commence, defend or intervene in any court proceeding; (ii) file a petition, complaint, answer, motion or other pleadings, or to take any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) relating to the Collateral or this Agreement or any Loan Document; (iii) protect, collect, lease, sell, take possession of-pocket costs and expenses , or liquidate any of the Agent Collateral; (including iv) attempt to enforce any security interest in any of the reasonable Collateral or to seek any advice with respect to such enforcement; and (v) enforce any of the Bank's rights to collect any of the obligations of the Borrowers under this Agreement, the Note or any other Loan Document. The Borrowers also agree to pay, and to save harmless the Bank from any delay in paying, any documentary stamp and other taxes, fees and expenses of outside counsel to the Agent) or assessments, if any, that may be payable in connection with the preparation, execution and delivery of this Agreement, the Note or any of the other Loan Documents and Documents, or the preparationrecording of any thereof, negotiation and execution of or in any modification hereof or thereof. Additionally, the Borrowers shall pay to the Bank on demand, any and all amendments to each thereof and (ii) all out-of-pocket fees, costs and expenses of that the Agent and each of the Banks in connection with the enforcement of the Loan Documents. The Borrower agrees Bank pays to pay, and save the Banks harmless from all liability for, any stamp a bank or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating to or similar institution arising out of or in connection with (A) the making forwarding to any Borrower, or any other person on any Borrower's behalf, by the Bank of loans under proceeds of Advances made by the Bank to the Borrowers pursuant to this Agreement and (B) the depositing for collection by the Bank of any check or item of payment received and/or delivered to the Bank on account of the obligations of the Borrowers under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement Note or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person with respect to any of the foregoing to the extent resulting from the gross negligence or willful misconduct of such Indemnified Person or arising solely from claims between one such Indemnified Person and another such Indemnified Personother Loan Document.

Costs, Expenses and Taxes; Indemnification. (A) The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, agrees to pay on demand the following reasonable fees and out-of-of pocket costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and expenses charges of outside counsel to the Administrative Agent) in connection with the preparation, execution execution, delivery, amendment and delivery administration of the Loan Financing Documents and the preparation, negotiation and execution of any and Credit Extensions. The Borrower agrees to pay on demand all amendments to each thereof and (ii) all out-of-pocket reasonable costs and expenses of (including, without limitation, reasonable attorneys' fees) incurred by the Administrative Agent and each the Banks, upon or after an Event of the Banks Default, if any, in connection with the enforcement of any of the Loan Financing Documents, any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work-out" or any insolvency or bankruptcy proceeding involving the Borrower and any amendments, waivers or consents with respect to any of the foregoing. The In addition, the Borrower shall pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Financing Documents, and agrees to pay, and save each of the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilitiesliabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees, obligationsexcept those resulting from such Bank's gross negligence or willful misconduct. (B) The Borrower agrees to indemnify the Administrative Agent and each Bank, and each of their respective directors, officers and employees (the "Indemnitees") against all losses, claims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever, (including, without limitation, all expenses of litigation or preparation therefor whether or not the fees and disbursements Administrative Agent or any Bank is a party thereto) (collectively, the "Indemnified Amounts") which any of counsel to such Indemnified Persons, in any manner relating to them may pay or incur arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, relating to this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement other Financing Documents, the transactions contemplated hereby or the WAH Acquisitiondirect or indirect application or proposed application of the proceeds of any Credit Extension hereunder; provided, however, provided that the Borrower shall have no obligation to an Indemnified Person with respect not be liable to any of the foregoing Indemnitee for any Indemnified Amount to the extent resulting a court of competent jurisdiction has determined in a final non- appealable judgment that the foregoing resulted solely from the such Indemnitee's gross negligence or willful misconduct misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Amounts which is permissible under applicable law. The Borrower further agrees (y) to assert no claims for consequential damages on any theory of liability in connection in any way with the Financing Documents or the transactions evidenced thereby and (z) not to settle any claim, litigation or proceeding relating to the Financing Documents or the transactions evidenced thereby unless such settlement released all Indemnitees from any and all liability in respect of such Indemnified Person transaction or arising solely from claims between one unless each Indemnitee approves such Indemnified Person and another such Indemnified Personsettlement. (C) The obligations of the Borrower under this Section 10.6 shall survive the termination of this Agreement.

Costs, Expenses and Taxes; Indemnification. The (a) Borrower agreesagrees to pay (without duplication), whether all of the following fees, costs and expenses incurred by the Banks or not any Loan is made hereunder the Agents or any Letter of Credit is issued hereunderthem: (i) all reasonable costs and expenses of the Initial Banks and the Agents incurred in connection with the negotiation, to pay on demand preparation, syndication, printing, typing, reproduction, execution, closing and delivery of the following Loan Documents, and all investigation of and due diligence regarding Borrower and its Subsidiaries and any security for the Obligations undertaken and performed with respect thereto, including without limitation the reasonable fees and out-of-pocket expenses of Messrs. Baker & Daniels, special counsel to the Administrative Agenx, xx wexx xx xhe fees and out-of- pocket expenses of other outside experts retained by the Initial Banks or the Agents or any of them in connection with the foregoing or in connection with the administration of this Agreement; (ii) all reasonable costs and expenses of the Agents incurred in connection with the following matters: negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (ior supplements to) any of the Loan Documents, and all investigation of and due diligence regarding Borrower and its Subsidiaries, including without limitation the reasonable fees and out-of-pocket costs and expenses of counsel retained by the Administrative Agent (including or, but not as well as the reasonable allocated costs of staff counsel) as well as the fees and out-of- pocket expenses of other counsel and other outside counsel to experts retained by the Agent) Agents or any of them in connection with the preparationforegoing; (iii) all search and filing fees, execution expenses and delivery taxes incurred by the Banks or the Agents or any of the Loan Documents and the preparationthem, negotiation and execution of any and all amendments to each thereof if any; and (iiiv) all out-of-pocket costs and expenses of the Agent (including, without limitation, all reasonable attorneys' fees and each of expenses incurred by the Banks or the Agents or any of them), if any, incurred at any time an Unmatured Event of Default or Event of Default has occurred and remains unremedied or incurred in connection with the enforcement of this Agreement, any Revolving Note and any of the other Loan Documents. The In addition, Borrower shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Loan Documents or the issuance of any Revolving Note or the making of any of the Loans, and agrees to pay, save and save hold the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to and the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates Agents and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") them harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation, the fees and disbursements of counsel to such Indemnified Persons, in any manner relating to or arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement or the WAH Acquisition; provided, however, that the Borrower shall have no obligation to an Indemnified Person liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following any Bank's or any Agent's statement and request for payment thereof shall bear interest from the date of such statement and request to the extent resulting from date of payment at a per annum rate equal to the gross negligence or willful misconduct of such Indemnified Person or arising solely from claims between one such Indemnified Person and another such Indemnified PersonDefault Rate.

Costs, Expenses and Taxes; Indemnification. The Borrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, agrees to pay on demand the following reasonable fees and out-of-pocket costs and expenses incurred in connection with the following matters: (i) all out-of-pocket costs and expenses of the Agent (including the reasonable fees and expenses charges of outside counsel to the Agent) in connection with the preparation, execution execution, delivery, amendment and delivery administration of the Loan Financing Documents and the preparation, negotiation and execution of any and Loans. Borrower agrees to pay on demand all amendments to each thereof and (ii) all out-of-pocket reasonable costs and expenses of (including, without limitation, reasonable attorneys' fees) incurred by the Agent and each the Banks, upon or after an Event of the Banks Default, if any, in connection with the enforcement of any of the Loan Financing Documents, any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a "work-out" or any insolvency or bankruptcy proceeding involving Borrower and any amendments, waivers or consents with respect to any of the foregoing. The In addition, Borrower shall pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Financing Documents, and agrees to pay, and save each of the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to defend, protect, indemnify, and hold harmless the Agent and each and all of the Banks, each of their respective affiliates and each of the respective officers, directors, employees and agents of each of the foregoing (each an "Indemnified Person" and collectively, the "Indemnified Persons") from and against any and all liabilitiesliabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees, obligationsexcept those resulting from such Bank's gross negligence or willful misconduct. Borrower agrees to indemnify the Agent and each Bank, and each of their respective directors, officers and employees (the "Indemnitees") against all losses, claims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever, (including, without limitation, all expenses of litigation or preparation therefor whether or not the fees and disbursements Agent or any Bank is a party thereto) (collectively, the "Indemnified Amounts") which any of counsel to such Indemnified Persons, in any manner relating to them may pay or incur arising out of or in connection with the making of loans under this Agreement or under the Xxxx Xxxxxxxx Incorporated Credit Agreement, relating to this Agreement, the Xxxx Xxxxxxxx Incorporated Credit Agreement other Financing Documents, the transactions contemplated hereby or the WAH Acquisitiondirect or indirect application or proposed application of the proceeds of any Loan hereunder; provided, however, provided that the Borrower shall have no obligation to an Indemnified Person with respect not be liable to any of the foregoing Indemnitee for any Indemnified Amount to the extent resulting a court of competent jurisdiction has determined in a final non-appealable judgment that the foregoing resulted solely from the such Indemnitee's gross negligence or willful misconduct misconduct. Borrower further agrees (y) to assert no claims for consequential damages on any theory of liability in connection in any way with the Financing Documents or the transactions evidenced thereby and (z) not to settle any claim, litigation or proceeding relating to the Financing Documents or the transactions evidenced thereby unless such settlement released all Indemnitees from any and all liability in respect of such Indemnified Person transaction or arising solely from claims between one unless each Indemnitee approves such Indemnified Person and another such Indemnified Personsettlement. The obligations of Borrower under this Section 10.6 shall survive the termination of this Agreement. Participations.