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

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably and unconditionally hereby agree to pay to Agent, for the respective account of Agent, each Lender and LC Issuer, upon demand by Agent, any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, and performance of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan Documents, including Attorneys’ Fees and disbursements and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, any Lender or LC Issuer or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, any Lender or LC Issuer, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, any Lender or LC Issuer, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any Lender or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Date. (b) Each Borrower jointly, severally, absolutely, irrevocably and unconditionally agrees to and does hereby indemnify and hold the Agent, each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), which shall at any time or times be incurred or sustained by the Agent, any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiaries, Affiliates or agents on account or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, or ancillary to this Agreement or any of the other Loan Documents or the Loan Collateral, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower hereby covenants and agrees that any sums expended by Agent, any Lender and LC Issuer for which Agent, any Lender or LC Issuer is entitled to be reimbursed pursuant to this Section 12.5 shall be due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment by Agent, any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC Issuer, and any such sums shall bear interest at the Default Rate from the date such payment is due until the date such payment is made in full to Agent, such Lender or LC Issuer.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably The Borrower absolutely and unconditionally hereby agree agrees to pay to Agent, for the respective account of Agent, each Lender and LC IssuerLender, upon demand by Agent, any Lender or LC Issuer Lxxxxx at any time and as often as the occasion therefor therefore may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) consummated all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent Lender or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer and Agent Lender in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneysbut not limited to, reasonable attorneys’ Fees fees and disbursements disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, any Lender or LC Issuer or any of their its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, any Lender or LC IssuerLender, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, any Lender or LC IssuerLender, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any Lender or LC IssuerLender), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Date. (b) Each The Borrower jointly, severally, absolutely, irrevocably shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, each harmless Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever which shall at any time or times be incurred or sustained by the Agent, any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each The Borrower hereby covenants and agrees that any sums expended by Agent, any Lender and LC Issuer for which Agent, any Lender or LC Issuer which Lxxxxx is entitled to be reimbursed for pursuant to this Section 12.5 11.4 shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLxxxxx, and any such sums shall, unless payment is made in full to Lender within thirty (30) days after payment shall have been duly demanded by Lxxxxx, bear interest at the Default Interest Rate from the date Lender incurred such payment is due expense until the date such payment is made in full to Agent, such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) BorrowersSubject to Section 2.11 hereof, jointly, severally, absolutely, irrevocably Borrowers absolutely and unconditionally hereby agree to pay to the Agent, for the respective pro rata account of Agent, the Agent and each Lender and LC IssuerLender, upon demand by Agent, Agent or any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: consummated (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer the Lenders and Agent in connection with the LoansLoan, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, Agent or any Lender or LC Issuer of the Lenders of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements and disbursements; (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, Agent or any Lender or LC Issuer of the Lenders or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, Agent or any Lender or LC Issuerof the Lenders, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, Agent or any Lender or LC Issuerof the Lenders, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, Agent or any Lender or LC Issuer of the Lenders for services rendered on behalf of Agent, any Lender Agent or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral Lenders); and (iii) upon the failure of Borrowers to provide or Borrowers conducted after cause to be provided the Closing Dateinsurance required under Section 6.2(b), Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based Agent, on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including behalf of the Loan Collateral) during (A) Lenders, shall have the period commencing on the Closing Date through, option to procure and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Datemaintain such insurance without notice to Borrowers. (b) Each Borrower jointly, severally, absolutely, irrevocably Borrowers shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, harmless Agent and each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever which shall at any time or times be incurred or sustained by the Agent, Agent or any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) except to the extent such Indemnified Liabilities claim, demand, suit, action, cause of action, damage, loss, settlement payment, obligation, cost, expense or other liability if found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from a breach by the Agent's or such indemnified party of its express obligations under this Agreement, or the Lender's gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b)misconduct. (c) Each Borrower Borrowers hereby covenants covenant and agrees agree that any sums expended by Agent, Agent or any Lender and LC Issuer for which Agent, Agent or any Lender or LC Issuer is entitled to be reimbursed for pursuant to this Section 12.5 11.6, shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, Agent or any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLender, and any such sums shall bear interest at the applicable Default Interest Rate from the date Agent or any such payment is due Lender incurred such expense until the date such payment is made in full to Agent, Agent or such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably Each Borrower absolutely and unconditionally hereby agree agrees to pay to the Agent, for the respective pro rata account of Agent, the Agent and each Lender and LC IssuerLender, upon demand by Agent, Agent or any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: consummated (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer the Lenders and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, Agent or any Lender or LC Issuer of the Lenders of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, Agent or any Lender or LC Issuer of the Lenders or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, Agent or any Lender or LC Issuerof the Lenders, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, Agent or any Lender or LC Issuerof the Lenders, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, Agent or any Lender or LC Issuer of the Lenders for services rendered on behalf of Agent, any Lender Agent or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing DateLenders). (b) Each Borrower jointly, severally, absolutely, irrevocably shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, harmless Agent and each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever except for claims arising out of or related to the gross negligence or wilful misconduct of Agent or any Lender which shall at any time or times be incurred or sustained by the Agent, Agent or any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower hereby covenants and agrees that any sums expended by Agent, Agent or any Lender and LC Issuer for which Agent, Agent or any Lender or LC Issuer is entitled to be reimbursed for pursuant to this Section 12.5 11.5, shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, Agent or any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLender, and any such sums shall bear interest at the Default Interest Rate applicable to Term Loan B from the date Agent or any such payment is due Lender incurred such expense until the date such payment is made in full to Agent, Agent or such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably Each Borrower absolutely and unconditionally hereby agree agrees to pay to the Agent, for the respective pro rata account of Agent, the Agent and each Lender and LC IssuerLender, upon demand by Agent, Agent or any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) consummated all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer the Lenders and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, Agent or any Lender or LC Issuer of the Lenders of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, Agent or any Lender or LC Issuer of the Lenders or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, Agent or any Lender or LC Issuerof the Lenders, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, Agent or any Lender or LC Issuerof the Lenders, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, Agent or any Lender or LC Issuer of the Lenders for services rendered on behalf of Agent, any Lender Agent or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing DateLenders). (b) Each Borrower jointly, severally, absolutely, irrevocably shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, harmless Agent and each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever except for claims arising out of or related to the gross negligence or wilful misconduct of Agent or any Lender which shall at any time or times be incurred or sustained by the Agent, Agent or any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower hereby covenants and agrees that any sums expended by Agent, Agent or any Lender and LC Issuer for which Agent, Agent or any Lender or LC Issuer is entitled to be reimbursed for pursuant to this Section 12.5 11.5, shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, Agent or any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLender, and any such sums shall bear interest at the Default Interest Rate applicable to Term Loan B from the date Agent or any such payment is due Lender incurred such expense until the date such payment is made in full to Agent, Agent or such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably and unconditionally hereby agree to pay to Agent, for the respective account of Agent, each Lender and LC Issuer, upon demand by Agent, any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) all reasonable out-of-—pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, and performance of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan Documents, including Attorneys’ Fees and disbursements and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, any Lender or LC Issuer or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, any Lender or LC Issuer, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, any Lender or LC Issuer, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any Lender or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Date. (b) Each Borrower jointly, severally, absolutely, irrevocably and unconditionally agrees to and does hereby indemnify and hold the Agent, each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), which shall at any time or times be incurred or sustained by the Agent, any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiaries, Affiliates or agents on account or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, or ancillary to this Agreement or any of the other Loan Documents or the Loan Collateral, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower hereby covenants and agrees that any sums expended by Agent, any Lender and LC Issuer for which Agent, any Lender or LC Issuer is entitled to be reimbursed pursuant to this Section 12.5 shall be due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment by Agent, any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC Issuer, and any such sums shall bear interest at the Default Rate from the date such payment is due until the date such payment is made in full to Agent, such Lender or LC Issuer.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably Borrowers absolutely and unconditionally hereby agree to pay to the Agent, for the respective pro rata account of Agent, the Agent and each Lender and LC IssuerLender, upon demand by Agent, Agent or any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: consummated (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer the Lenders and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, Agent or any Lender or LC Issuer of the Lenders of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements and disbursements; (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, Agent or any Lender or LC Issuer of the Lenders or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, Agent or any Lender or LC Issuerof the Lenders, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, Agent or any Lender or LC Issuerof the Lenders, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, Agent or any Lender or LC Issuer of the Lenders for services rendered on behalf of Agent, any Lender Agent or LC Issuer), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral Lenders); and (iii) Upon the failure of Borrowers to provide or Borrowers conducted after cause to be provided the Closing Dateinsurance required under Section 6.2(b), Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based Agent, on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including behalf of the Loan Collateral) during (A) Lenders, shall have the period commencing on the Closing Date through, option to procure and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Datemaintain such insurance without notice to Borrowers. (b) Each Borrower jointly, severally, absolutely, irrevocably Borrowers shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, harmless Agent and each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), - 72 - 81 whatsoever which shall at any time or times be incurred or sustained by the Agent, Agent or any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower Borrowers hereby covenants covenant and agrees agree that any sums expended by Agent, Agent or any Lender and LC Issuer for which Agent, Agent or any Lender or LC Issuer is entitled to be reimbursed for pursuant to this Section 12.5 11.6, shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, Agent or any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLender, and any such sums shall bear interest at the Default Interest Rate applicable to Term Lease from the date Agent or any such payment is due Lender incurred such expense until the date such payment is made in full to Agent, Agent or such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) Borrowers, jointly, severally, absolutely, irrevocably The Borrower absolutely and unconditionally hereby agree agrees to pay to Agent, for the respective account of Agent, each Lender and LC IssuerLender, upon demand by Agent, any Lender or LC Issuer Lxxxxx at any time and as often as the occasion therefor therefore may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: (i) consummated all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent Lender or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer and Agent Lender in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, any Lender or LC Issuer or any of their its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, any Lender or LC IssuerLender, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, any Lender or LC IssuerLender, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any Lender or LC IssuerLender), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Date. (b) Each The Borrower jointly, severally, absolutely, irrevocably shall absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, each harmless Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever which shall at any time or times be incurred or sustained by the Agent, any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiariessubsidiaries, Affiliates or agents on account of, or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents or the Loan CollateralDocuments, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement Agreement, or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each The Borrower hereby covenants and agrees that any sums expended by Agent, any Lender and LC Issuer for which Agent, any Lender or LC Issuer which Lxxxxx is entitled to be reimbursed for pursuant to this Section 12.5 11.4 shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLxxxxx, and any such sums shall, unless payment is made in full to Lender within thirty (30) days after payment shall have been duly demanded by Lxxxxx, bear interest at the Default Interest Rate from the date Lender incurred such payment is due expense until the date such payment is made in full to Agent, such Lender or LC IssuerLender.

Costs, Expenses, Taxes and Indemnification. (a) BorrowersEach Borrower, jointly, jointly and severally, absolutely, irrevocably absolutely and unconditionally hereby agree agrees to pay to Agent, for the respective pro rata account of Agent, Agent and each Lender and LC IssuerLender, upon demand by Agent, Agent or any Lender or LC Issuer at any time and as often as the occasion therefor may require, whether or not all or any of the transactions contemplated by any of the Loan Documents are ultimately consummated: consummated (i) all reasonable out-of-pocket costs and expenses which shall at any time be incurred or sustained by Agent or any of its directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the preparation, negotiation, execution, delivery, execution and performance delivery of the Loan Documents and the perfection and continuation of the rights of Lenders, LC Issuer Lenders and Agent in connection with the Loans, as well as the on-going administration of the Loans, any transactions contemplated hereby or consummated hereunder, and the preparation, negotiation, execution, or delivery or in connection with the amendment or modification of any of the Loan Documents or as a consequence of, on account of, in relation to or any way in connection with the granting by Agent, Agent or any Lender or LC Issuer of any consents, approvals or waivers under any of the Loan DocumentsDocuments including, including Attorneys’ Fees but not limited to, reasonable attorneys' fees and disbursements disbursements; and (ii) all reasonable out-of-pocket costs and expenses which shall be incurred or sustained by Agent, Agent or any Lender or LC Issuer or any of their directors, officers, employees or agents as a consequence of, on account of, in relation to or any way in connection with the exercise, protection or enforcement (whether or not suit is instituted) of any of its rights, remedies, powers or privileges under any of the Loan Documents after the occurrence of an Event of Default or in connection with any litigation, proceeding or dispute in any respect related to any of the relationships under, or any of the Loan Documents (including including, but not limited to, all of the reasonable fees and disbursements of consultants, legal advisers, accountants, experts and agents for Agent, Agent or any Lender or LC IssuerLender, the reasonable travel and living expenses away from home of employees, consultants, experts or agents of Agent, Agent or any Lender or LC IssuerLender, and the reasonable fees of agents, consultants and experts not in the full-time employ of Agent, Agent or any Lender or LC Issuer for services rendered on behalf of Agent, Agent or any Lender or LC IssuerLender), provided that Borrowers will not be obligated to reimburse Agent, a Lender or LC Issuer for any such cost or expense to the extent such cost or expense results from a breach by Agent, a Lender or LC Issuer of their respective express obligations under this Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a Lender or LC Issuer. Notwithstanding anything to the contrary in this Section 12.5, in connection with each field examination or verification by Agent of any of the Loan Collateral or Borrowers conducted after the Closing Date, Borrowers will pay to Agent either: (i) a fee at the then current rate (currently $850.00) per day (based on an 8 hour day plus reasonable out-of-pocket expenses incurred, including travel, lodging and meals) per auditor or field examiner for the services of Agent’s auditors and field examiners or (ii) the out-of-pocket fees, costs and expenses paid to third party auditors which conduct the field examination or verification; however, unless an Event of Default has occurred, Agent shall not seek reimbursement from Borrowers for more than a total of two periodic, repeat audits (i.e., exclusive of any new business audit) undertaken by Lender’s auditors or field examiners of Borrower (including of the Loan Collateral) during (A) the period commencing on the Closing Date through, and including, the first anniversary of the Closing Date or (B) each twelve-month period commencing after the first anniversary of the Closing Date. (b) Each Borrower jointlyshall, jointly and severally, absolutely, irrevocably absolutely and unconditionally agrees to and does hereby indemnify and hold the Agent, harmless Agent and each Lender and LC Issuer harmless from and against any and all claims, demands, suits, actions, causes of action, damages, losses, settlement payments, obligations, costs, expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF AGENT’S, ANY LENDER’S, OR LC ISSUER’S OWN NEGLIGENCE (collectively, “Indemnified Liabilities”), whatsoever which shall at any time or times be incurred or sustained by the Agent, Agent or any Lender or LC Issuer or by any of their shareholders, directors, officers, employees, Subsidiaries, Affiliates or agents on account or in relation to, or in any way in connection with, any of the arrangements or transactions contemplated by, associated with, arising out of, with or ancillary to this Agreement or any of the other Loan Documents other than by reason of the gross negligence or willful misconduct of the Loan Collateralindemnified party, whether or not all or any of the transactions contemplated by, associated with or ancillary to this Agreement or any of such Loan Documents are ultimately consummated; provided, however, that Borrowers will not be obligated to indemnify any indemnified party in accordance with this Section 12.5(b) to the extent such Indemnified Liabilities resulted from a breach by such indemnified party of its express obligations under this Agreement, or the gross negligence or willful misconduct of such indemnified party. NOTICE IS HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION 12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED PARTY UNDER THIS SECTION 12.5(b). (c) Each Borrower hereby covenants and agrees that any sums expended by Agent, Agent or any Lender and LC Issuer for which Agent, Agent or any Lender or LC Issuer is entitled to be reimbursed pursuant to this Section 12.5 11.5 shall be immediately due and payable (i) absent the existence of an Event of Default, within three (3) Business Days after request for payment upon demand by Agent, Agent or any Lender or LC Issuer or (ii) during the existence of an Event of Default, upon the demand of Agent, any Lender or LC IssuerLender, and any such sums shall bear interest at the Post-Default Rate from the date Agent or any such Lender demand payment is due until the date such payment is made in full to AgentAgent or such Lender. (d) The party prevailing in any action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the transactions contemplated hereby shall be entitled to reimbursement of all reasonable fees of its attorneys incurred in connection with such Lender action, suit or LC Issuerproceedings.