Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunder.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ ' fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s 's or any Lender’s 's relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunder. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 14 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to payreimburse the Lender upon demand for: (a) all reasonable expenses paid or incurred by either the cost Lender or Xxxxxx (including filing and recording costs and fees and expenses of producing legal counsel of each of Lender, Xxxxxx and reproducing this Agreement and other instruments mentioned herein; (bAssociated Bank) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned hereinreview, each funding hereunderexecution, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workoutdelivery, amendment, modification, approvalinterpretation, consent collection and enforcement of the Loan Documents; and (b) all reasonable expenses paid or waiver requested incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or Parent Guarantorin any certificate, litigationstatement, proceeding report or dispute (other than one between two or more Lenders and other than one in which writing furnished by the Borrower commences proceedings against to the Lenders Lender or Xxxxxx pursuant to the Loan Documents or any Lender and prevails therein)other instrument, whether arising hereunder document or otherwise, in any way related agreement shall prove to the Agent’s have been false or any Lender’s relationship with misleading. The obligations of the Borrower hereunder. The amount under this Section 11.2 shall survive any termination or expiration of all such expenses shall, if not paid within 30 days the Discretionary Facility and payment in full of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderObligations.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned hereinreview, each funding hereunderexecution, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workoutdelivery, amendment, modification, approvalinterpretation, consent collection and enforcement of the Loan Documents. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or waiver requested other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or Parent Guarantorin any certificate, litigationstatement, proceeding report or dispute (other than one between two or more Lenders and other than one in which writing furnished by the Borrower commences proceedings against to the Lenders Lender or Xxxxxx pursuant to the Loan Documents or any Lender and prevails therein)other instrument, whether arising hereunder document or otherwise, in any way related agreement shall prove to the Agent’s have been false or any Lender’s relationship with misleading. The obligations of the Borrower hereunder. The amount under this Section 11.2 shall survive any termination or expiration of all such expenses shall, if not paid within 30 days the Discretionary Facility and payment in full of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderObligations.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower Borrowers agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder hereto or thereunderhereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ ' fees and costs) costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the any Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent amendment or waiver requested by the any Borrower or the Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the any Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s 's or any Lender’s 's relationship with the any Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower Borrowers shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. Each Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender may conduct in arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its discretion; providedown counsel and, howeverto the extent no conflict of interest arises, that counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, each Lender Borrower agrees to pay promptly the reasonable fees and their duly authorized representatives, attorneys and accountants expenses of such counsel. The covenants of this Section 15 shall use reasonable commercial efforts survive payment or satisfaction of payment of amounts owing with respect to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderNotes.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing preparation of this Agreement and other instruments mentioned herein, each funding hereunder, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder hereto or thereunderhereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent amendment or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender may conduct in its discretion; providedarising out of the transactions contemplated hereby unless such damages, howeverlosses, that settlement payments, obligations or liabilities were caused by the Agentgross negligence or willful misconduct of the indemnified party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and their duly authorized representatives, attorneys and accountants expenses of such counsel. The covenants of this Section 14 shall use reasonable commercial efforts survive payment or satisfaction of payment of amounts owing with respect to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderNotes.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Mxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Mxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned hereinreview, each funding hereunderexecution, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workoutdelivery, amendment, modification, approvalinterpretation, collection and enforcement of the Loan Documents. Without the consent or waiver requested any additional direction from the Borrower, the Borrower agrees that the Lender may advance to itself amounts payable by the Borrower under this Section, and any such advance will be deemed to be a Discretionary Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or Parent Guarantor, litigation, proceeding other taxes which may be payable with respect to the execution or dispute (other than one between two delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or more Lenders expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and other than one in which hold the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder Mxxxxx harmless from any obligation to pay any fees or otherwise, in commissions to any way related to the Agent’s broker or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer finder in connection with the transactions contemplated in the Loan Documents. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any audits and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or inspections hereunderdefense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Mxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 10.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

Expenses and Indemnities. (a) Whether or not any the transactions contemplated hereby shall be consummatedLoan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel and financial advisor of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned hereinreview, each funding hereunderexecution, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workoutdelivery, amendment, modification, approvalinterpretation, consent collection and enforcement of the Loan Documents and other work on possible financing activities related to the Borrower. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or waiver requested other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or Parent Guarantorin any certificate, litigationstatement, proceeding report or dispute (other than one between two or more Lenders and other than one in which writing furnished by the Borrower commences proceedings against to the Lenders Lender or Xxxxxx pursuant to the Loan Documents or any Lender and prevails therein)other instrument, whether arising hereunder document or otherwise, in any way related agreement shall prove to the Agent’s have been false or any Lender’s relationship with misleading. The obligations of the Borrower hereunder. The amount under this Section 10.2 shall survive any termination or expiration of all such expenses shall, if not paid within 30 days the Discretionary Facility and payment in full of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderObligations.

Expenses and Indemnities. Borrowers and Lenders agree that, as the following costs, expenses, charges and other disbursements benefit each Borrower and as such costs, expenses, charges and other disbursements cannot easily be ratably allocated to the account of any Borrower or Borrowers, each Borrower, unless otherwise specified in this Section 10.1, shall pay, as its Obligation, promptly on demand, and in any event within thirty (30) days of the invoice date therefor, (a) all costs, expenses, charges and other disbursements (including, without limitation, all reasonable attorneys' fees and allocated expenses of outside counsel and in-house legal staff) incurred by or on behalf of Agent or any Lender in connection with the preparation of the Loan Documents and all amendments and modifications thereof, extensions thereto or substitutions therefor, and all costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender (including, without limitation all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal staff) in connection with the furnishing of opinions of counsel (including, without limitation, any opinions requested by Lenders as to any legal matters arising hereunder) and of Borrowers' performance of and compliance with all agreements and conditions contained herein or in any of the other Loan Documents on its part to be performed or complied with; (b) all other costs, expenses, charges and other disbursements incurred by or on behalf of Agent or any Lender in connection with the negotiation, preparation, execution, administration, continuation and enforcement of the Loan Documents, and the making of the Loans hereunder; (c) all costs, expenses, charges and other disbursements (including, without limitation, all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal staff) incurred by or on behalf of Agent or any Lender in connection with the assignment or attempted assignment to any other Person of all or any portion of any Lender's interest under this Agreement pursuant to Section 11.10; and (d) regardless of the existence of an Event of Default or Potential Event of Default, all legal, appraisal, audit, accounting, consulting or other fees, costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender in connection with any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lenders, Agent, any Borrower or any other Person) seeking to enforce any Obligations of, or collecting any payments due from, any Borrower under this Agreement and the Notes, all of which amounts shall be deemed to be part of the Obligations; provided, however, that Lenders shall be entitled to collect the full amount of such costs, expenses, charges and other disbursements only once. Notwithstanding anything to the contrary contained in this Section 10.1, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, all appraisals of the Eligible Inventory shall be at the expense of Lenders. If an Event of Default or Potential Event of Default shall have occurred and be continuing, such appraisals shall be at the expense of the Requesting Borrower. . Whether or not the transactions contemplated hereby shall be consummated: . Each Borrower, as to itself, and FSI, jointly and severally as to itself and each Borrower, shall pay, indemnify, and hold each Lender, Agent and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable attorney's fees and the Borrower agrees to pay: (a) the allocated cost of producing in-house counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing administration of this Agreement and any other instruments mentioned hereinLoan Documents, each funding hereunderor the transactions contemplated hereby and thereby, and all amendmentswith respect to any investigation, modifications, approvals, consents litigation or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Ratecase, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) and be an obligation secured by related to this Agreement or the Loans or the use of the proceeds thereof, whether or not any collateral. After Indemnified Person is a party thereto (all the occurrence and during the continuance of an Event of Defaultforegoing, collectively, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion"Indemnified Liabilities"); provided, however, that Borrowers and FSI shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number gross negligence or willful misconduct of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereundersuch Indemnified Person.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder hereto or thereunderhereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ ' fees and costs) costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, approval, consent amendment or waiver requested by the Borrower Borrower, the Parent Guarantor or Parent GuarantorInterpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s 's or any Lender’s 's relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender may conduct in arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its discretion; providedown counsel and, howeverto the extent no conflict of interest arises, that counsel for the Lenders (being the same counsel as counsel to the Agent) and, each Lender in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and their duly authorized representatives, attorneys and accountants expenses of such counsel. The covenants of this Section 15 shall use reasonable commercial efforts survive payment or satisfaction of payment of amounts owing with respect to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderNotes.

Expenses and Indemnities. (a) Whether or not any the transactions contemplated hereby shall be consummatedLoan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation, negotiation and closing of this Agreement and other instruments mentioned hereinreview, each funding hereunderexecution, and all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workoutdelivery, amendment, modification, approvalinterpretation, consent collection and enforcement of the Loan Documents. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or waiver requested other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or Parent Guarantorin any certificate, litigationstatement, proceeding report or dispute (other than one between two or more Lenders and other than one in which writing furnished by the Borrower commences proceedings against to the Lenders Lender or Xxxxxx pursuant to the Loan Documents or any Lender and prevails therein)other instrument, whether arising hereunder document or otherwise, in any way related agreement shall prove to the Agent’s have been false or any Lender’s relationship with misleading. The obligations of the Borrower hereunder. The amount under this Section 10.2 shall survive any termination or expiration of all such expenses shall, if not paid within 30 days the Facility and payment in full of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunderObligations.