Common use of Expenses and Fees; Indemnity Clause in Contracts

Expenses and Fees; Indemnity. (a) Each Borrower agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Documents. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower hereby agrees to reimburse and indemnify the Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or directly or indirectly with the proceeds of any Loan (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower or any exercise by the Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Document; any breach of any representation or warranty, covenant or agreement of either Borrower); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers under this Section 9.04, or any other indemnification obligation of the Borrowers hereunder or under any other Loan Document, are unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Account Party and each Borrower agrees to pay or cause to be paid and to save each of the Agent Agents, the Co-Arrangers and (in the case of clause (iiiiv) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the such Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested syndication of the transactions contemplated by this Agreement and the Transaction Documents, (iii) any amendments, modifications, supplements, waivers or consents requested by any Credit Party (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iiiiv) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to the fees and expenses of special counsel to the Co-Arrangers and Banks and any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the any Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents). -68- 74 Notwithstanding the foregoing, the Borrower no Credit Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower Credit Party hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the any Agent or any Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the each such Account Party and each such Borrower agrees to save the each Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Account Party and each Borrower hereby agrees to reimburse and indemnify each Agent, the Agent Co-Arrangers and each Bank and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the any Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Account Parties and Borrowers under this Section 9.04, or any other indemnification obligation of the Account Parties or Borrowers hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Account Parties and the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the no Account Party or Borrower shall not be required to pay costs and expenses of a Bank or a Participant (in its capacity as such) which were incurred by such Bank or Participant in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank or Participant by one or more of the other BanksBanks or Participants.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower Account Party hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower an Account Party agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower Account Party hereby agrees to reimburse and indemnify the Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Parties under this Section 9.04, or any other indemnification obligation of the Borrowers Account Parties hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower Account Party hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower an Account Party agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower Account Party hereby agrees to reimburse and indemnify the Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Parties under this Section 9.04, or any other indemnification obligation of the Borrowers Account Parties hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower Account Party hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower an Account Party agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower Account Party hereby agrees to reimburse and indemnify the Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the Agent or any Bank of any of its rights or remedies under 41 this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Parties under this Section 9.04, or any other indemnification obligation of the Borrowers Account Parties hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Banks Bank harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower The Account Party hereby agrees to reimburse and indemnify the Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties Bank in connection with any investigative, administrative or judicial proceeding commenced or threatenedcommenced, whether or not such Indemnified Party the Bank shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party the Bank as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which the Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Partythe Bank, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Party under this Section 9.04, or any other indemnification obligation of the Borrowers Account Party hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Party hereby agree agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save each of the Agent Agents, the Co-Arrangers and (in the case of clause (iiiiv) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the such Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Documents. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more syndication of the other Banks. Each Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Bank to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save the Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees.contemplated by (b) Each Borrower Account Party hereby agrees to reimburse and indemnify each Agent, the Agent Co-Arrangers and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the any Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Parties under this Section 9.04, or any other indemnification obligation of the Borrowers Account Parties hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each Borrower Account Party agrees to pay or cause to be paid and to save the Agent and (in the case of clause (iii) below) each of the Issuing Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the Agent or such Issuing Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Agent or any Issuing Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a an Issuing Bank (in its capacity as such) which were incurred by such Issuing Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Issuing Bank by one or more of the other Issuing Banks. Each Borrower Account Party hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the Agent or any Issuing Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower an Account Party agrees to save the Agent and each Issuing Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower Account Party hereby agrees to reimburse and indemnify the Agent and each Issuing Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the Agent or any Issuing Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers Account Parties under this Section 9.04, or any other indemnification obligation of the Borrowers Account Parties hereunder or under any other Loan Transaction Document, are unenforceable for any reason, the Borrowers Account Parties hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower an Account Party shall not be required to pay costs and expenses of a an Issuing Bank (in its capacity as such) which were incurred by such Issuing Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Issuing Bank by one or more of the other Issuing Banks.

Expenses and Fees; Indemnity. (a) Each Borrower agrees to pay or cause to be paid and to save the Agent Agents and (in the case of clause (iii) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) , incurred by the Agent Agents or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the either Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Documents). Notwithstanding the foregoing, the Borrower Borrowers shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the either Agent or any Bank to be payable in connection with this Agreement or any other Loan Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower agrees to save the each Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each Borrower hereby agrees to reimburse and indemnify the each Agent and each Bank (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or directly or indirectly with the proceeds of any Loan (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either any Borrower or any exercise by the either Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Document; any breach of any representation or warranty, covenant or agreement of either any Borrower); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers under this Section 9.04, or any other indemnification obligation of the Borrowers hereunder or under any other Loan Document, are unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower Borrowers shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.

Expenses and Fees; Indemnity. (a) Each of the Account Party Members and each Borrower agrees to pay or cause to be paid and to save each of the Agent Agents, the Arranger and (in the case of clause (iiiiv) below) each of the Banks harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, and all other professional, accounting, evaluation and consulting costs) incurred by the such Agent or such Bank from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Transaction Documents, (ii) any requested syndication of the transactions contemplated by this Agreement and the Transaction Documents, (iii) any amendments, modifications, supplements, waivers or consents requested by any Credit Party (whether or not ultimately entered into or granted) to this Agreement or any Loan Transaction Document, and (iiiiv) the enforcement or preservation of rights under this Agreement or any Loan Transaction Document (including but not limited to the reasonable fees and expenses of special counsel to the Arranger and Banks and any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the any Agent or any Bank and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Transaction Documents). Notwithstanding the foregoing, the Borrower no Credit Party shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks. Each Borrower Credit Party (other than AUL) hereby agrees to pay all stamp, document, transfer, recording, filing, registration, search, sales and excise fees and taxes and all similar impositions now or hereafter determined by the any Agent or any Bank to be payable in connection with this Agreement or any other Loan Transaction Documents or any other documents, instruments or transactions pursuant to or in connection herewith or therewith, and the Borrower each Credit Party (other than AUL) agrees to save the each Agent and each Bank harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such fees. (b) Each of the Account Party Members and each Borrower hereby agrees to reimburse and indemnify each Agent, the Agent Arranger and each Bank and their respective directors, officers, employees and agents (the "Indemnified Parties") from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnified Party shall be designated a party thereto) that may at any time be imposed on, asserted against or incurred by such Indemnified Party as a result of, or arising out of, or in any way related to or by reason of, this Agreement or any other Loan Transaction Document, any transaction from time to time contemplated hereby or thereby, or any transaction financed in whole or in part or to which any Letter of Credit directly or indirectly with the proceeds of any Loan relates (and without in any way limiting the generality of the foregoing, including any violation or breach of any Law by either Borrower any Credit Party or any exercise by the any Agent or any Bank of any of its rights or remedies under this Agreement or any other Loan Transaction Document; any breach of any representation or warranty, covenant or agreement of either Borrowerany Credit Party); but excluding any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party, as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing obligations of the Borrowers under this Section 9.04, or any other indemnification obligation of the Borrowers hereunder or under any other Loan Document, are unenforceable for any reason, the Borrowers hereby agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable Law. Notwithstanding the foregoing, the Borrower shall not be required to pay costs and expenses of a Bank (in its capacity as such) which were incurred by such Bank in connection with any litigation, proceeding or other dispute relating solely to a claim made against such Bank by one or more of the other Banks.willful