Common use of Expenses; Indemnities Clause in Contracts

Expenses; Indemnities. (a) Each holder of the Notes agrees to reimburse the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any reasonable and documented costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party) that may be incurred by the Collateral Agent or any of its Related Persons in connection with the preparation, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under, this Agreement or any other Note Document. (b) Each Holder further agrees to indemnify and hold harmless the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Issuer Party), severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), from and against all Indemnified Liabilities; provided, that no Holder shall be liable to the Collateral Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)). (c) To the extent required by any applicable law, the Collateral Agent may withhold from any payment to any holder under this Agreement or any other Note Document an amount equal to any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such holder failed to notify the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, by the Collateral Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder or under any other Note Document, any applicable withholding tax that was required to be withheld from any prior payment to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8.

Expenses; Indemnities. (a) Each holder of Unless otherwise agreed in writing, the Notes agrees to Borrower shall reimburse the Collateral Agent Bank on demand for all reasonable costs, expenses and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any reasonable and documented costs and expenses charges (including feeswithout limitation, reasonable fees and charges of Day, Xxxxx & Xxxxxx LLP or any other external legal counsel for the Bank and disbursements of financial, costs allocated by the Bank's internal legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Partydepartment) that may be incurred by the Collateral Agent or any of its Related Persons Bank in connection with the preparation, executionfiling, deliveryrecording, administrationmodification and amendment of this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses (including reasonable counsel fees and expenses), modificationif any, consentin connection with the enforcement, waiver or including without limitation, the enforcement of, or the taking of any other action judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) of this Agreement, the other Loan Documents or any other document to be delivered under this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) The Borrower hereby agrees to indemnify the Bank upon demand at any time, against any and all losses, costs or expenses which the Bank may at any time or from time to time sustain or incur as a consequence of (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the Bank or (ii) the acceleration, in respect ofaccordance with the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or legal advice with respect toany other overdue sums payable by the Borrower to the Bank or (ii) any losses incurred or sustained by the Bank in liquidating or reemploying funds acquired by the Bank from third parties, except to the extent caused by the Bank's gross negligence or willful misconduct. (c) The Borrower agrees to indemnify the Bank and its rights directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or responsibilities under, expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement or any other Note Loan Document. (b) Each Holder further agrees to indemnify and hold harmless the Collateral Agent and each of its Related Persons (to the extent not reimbursed by , any Issuer Party), severally and ratably (with such ratable amount being determined as actions or omissions of the time that the applicable unreimbursed indemnity is sought (Borrower or if such indemnity payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), from and against all Indemnified Liabilities; provided, that no Holder shall be liable to the Collateral Agent any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement or any other Loan Document, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement Bank or any other Note Document an amount equal such party in connection with or arising out of or relating to (i) the Bank's compliance with any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the Properties or operations of paymentthe Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Subsidiaries either on-site or off-site (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder The Borrower shall reimburse the Agent for all reasonable out-of-pocket costs, expenses and charges (including without limitation, reasonable fees and charges of Day, Xxxxx & Xxxxxx LLP) incurred by the Notes Agent in connection with the preparation of this Agreement and the Revolving Notes. (b) Unless otherwise agreed in writing by all Banks, the Borrower shall reimburse the Agent and the Banks on demand for all reasonable out-of-pocket costs, expenses and charges (including without limitation, reasonable fees and charges of counsel for the Agent and the Banks) incurred by the Agent and the Banks in connection with any amendment or modification of this Agreement and the Revolving Notes. The Borrower further agrees to reimburse the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date pay on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any demand all reasonable and documented costs and expenses (including feesreasonable counsel fees and expenses), charges and disbursements of financialif any, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party) that may be incurred by the Collateral Agent or any of its Related Persons in connection with the preparationenforcement, executionincluding without limitation, delivery, administration, modification, consent, waiver or the enforcement of, or the taking of any other action judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under, of this Agreement or the Revolving Notes or any other Note Document. (b) Each Holder further document to be delivered under this Agreement and all audits, all insurance costs, and all other reasonable costs and expenses which the Agent or any Bank has or shall have paid by reason of the Borrower's failure or refusal to do so as and when required hereunder. The Borrower agrees to indemnify and hold harmless the Collateral Agent and each of its Related Persons (the Banks from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, charges and fees, except to the extent caused by the Agent's or such Bank's negligence or willful misconduct or breach of this Agreement; provided, however, that this agreement to indemnify shall apply to such Bank's or the Agent's direct loss or damage only and not reimbursed by to indirect, consequential or other damages. Until paid, the amount of any Issuer Party)cost, severally and ratably (expense or charge shall constitute, together with such ratable amount being determined as all accrued interest thereon, part of the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after Obligations, and shall accrue interest from the date five days after demand at the Base Rate. (c) The Borrower agrees to indemnify the Agent and the Banks, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all claims, damages, liabilities, losses, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) arising as a consequence of (i) any failure by the Borrower to pay the Agent or any Bank, as required under this Agreement, punctually on which the Notes have been paid in fulldue date thereof, any amount payable by the Borrower to the Agent or any Bank or (ii) the acceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower, except to the date on which extent caused by the Notes are paid in full)), from and against all Indemnified LiabilitiesAgent's or such Bank's negligence or willful misconduct or breach of this Agreement; provided, however, that no Holder this agreement to indemnify shall be liable apply to such Bank's or the Collateral Agent's direct loss or damage only and not to indirect, consequential or other damages. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to such Bank or (ii) any losses incurred or sustained by any Bank in liquidating or reemploying funds acquired by such Bank from third parties. (d) The Borrower agrees to indemnify the Agent and the Banks, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all claims, damages, liabilities, losses, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings), relating to any actions or omissions of the Borrower or any of its Related Persons to agents or any of their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent orPerson to be indemnified), as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, furtherhowever, that no action taken in accordance with this agreement to indemnify shall apply to such Bank's or the directions of the Required Holders shall be deemed Agent's direct loss or damage only and not to constitute gross negligence indirect, consequential or willful misconduct for purposes of this clause (d))other damages. (ce) To The Borrower agrees to indemnify the extent required Agent and the Banks, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all claims, damages, liabilities, losses, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) which may be incurred by or asserted against the Agent and the Banks or any such party in connection with their acting as Agent or as lenders under this Agreement, arising out of or relating to (i) any natural resource damages, governmental fines or penalties or other amounts mandated by any applicable lawgovernmental authority, court order, demand or decree in connection with the Collateral Agent may withhold disposal by the Borrower, its Subsidiaries or their agents (including leakage or seepage from any payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (ii) any personal injury or property damage to any holder under this Agreement third parties resulting from the pollutants, contaminants or any other Note Document an amount equal to any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such holder failed to notify the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, hazardous wastes so disposed by the Collateral Agent as tax Borrower, its Subsidiaries or otherwise, including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder or under any other Note Document, any applicable withholding tax that was required to be withheld from any prior payment to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8their agents.

Expenses; Indemnities. (a) Each holder Unless otherwise agreed in writing, the Borrower shall reimburse the Bank on demand for all reasonable costs, expenses and charges (including without limitation reasonable fees and charges of its attorneys) incurred by the Notes Bank in connection with the preparation and negotiation of this Agreement and the Revolving Note. The Borrower further agrees to reimburse pay the Collateral Agent Bank on demand for all reasonable costs, expenses and each charges (including without limitation, reasonable fees and charges of its Related Persons (to external legal counsel for the extent Bank and costs allocated by the Bank's internal legal department) incurred by the Bank in connection with the performance, modification and amendment of this Agreement and the Revolving Note provided, however, that Borrower shall not reimbursed be liable for any such costs allocated by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately Bank's internal legal department arising prior to the date of the first Borrowing pursuant to a Notice of Borrowing. The Borrower further agrees to pay on which the Notes are paid in full)), for any demand all reasonable and documented costs and expenses (including feesreasonable counsel fees and expenses), charges and disbursements of financialif any, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party) that may be incurred by the Collateral Agent or any of its Related Persons in connection with the preparationenforcement, execution, delivery, administration, modification, consent, waiver or including without limitation the enforcement of, or the taking of any other action judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect of, or legal advice with respect to, its rights or responsibilities under, of this Agreement or the Revolving Note or any other Note Documentdocument to be delivered under this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) Each Holder further The Borrower hereby agrees to indemnify the Bank upon demand at any time, against any and hold harmless all losses, costs or expenses which the Collateral Agent and each Bank may at any time or from time to time sustain or incur as a consequence of its Related Persons (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the extent not reimbursed by any Issuer Party), severally and ratably Bank or (with such ratable amount being determined as of ii) the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in fullacceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to the date on which Bank or (ii) any losses incurred or sustained by the Notes are paid Bank in full))liquidating or reemploying funds acquired by the Bank from third parties, from and against all Indemnified Liabilities; provided, that no Holder shall be liable except to the Collateral Agent extent caused by the Bank's negligence or willful misconduct. (c) The Borrower agrees to indemnify the Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement, any actions or omissions of the Borrower or any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement Bank or any other Note Document an amount equal such party in connection with or arising out of or relating to (i) the Bank's compliance with any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the Properties or operations of paymentthe Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Subsidiaries either on-site or off-site (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder Unless otherwise agreed in writing, the Borrower shall promptly reimburse the Lender for all reasonable costs, expenses and charges (including without limitation reasonable fees and charges of its attorneys and auditors) actually incurred by the Lender in connection with the preparation and negotiation of the Notes agrees to Loan Documents. Such reimbursement obligation will not exceed $60,000 without the Borrower’s consent. The Borrower shall promptly reimburse the Collateral Agent Lender for all reasonable costs, expenses and each charges (including without limitation, reasonable fees and charges of its Related Persons (to external legal counsel for the extent not reimbursed Lender) actually incurred by any Issuer Party) promptly upon demandthe Lender in connection with the performance, severally modification and ratably (with such ratable amount being determined as amendment of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any Loan Documents. The Borrower shall promptly reimburse all reasonable and documented costs and expenses (including feesreasonable counsel fees and expenses), charges and disbursements of financialif any, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party) that may be incurred by the Collateral Agent or any of its Related Persons Lender in connection with the preparationenforcement, execution, delivery, administration, modification, consent, waiver or including without limitation the enforcement of, or the taking of any other action judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect ofof the Loan Documents. Until paid, the amount of any cost, expense or legal advice charge shall constitute, together with respect toall accrued interest thereon, its rights or responsibilities under, this Agreement or any other Note Documentpart of the Obligations. (b) Each Holder further agrees to indemnify and hold harmless the Collateral Agent and each of its Related Persons THE BORROWER SHALL INDEMNIFY THE LENDER AGAINST ANY AND ALL LOSSES, COSTS OR EXPENSES WHICH THE LENDER MAY AT ANY TIME OR FROM TIME TO TIME SUSTAIN OR INCUR AS A CONSEQUENCE OF (to the extent not reimbursed by any Issuer Party)i) ANY FAILURE BY THE BORROWER TO PAY, severally and ratably PUNCTUALLY ON THE DUE DATE THEREOF, ANY AMOUNT PAYABLE BY THE BORROWER TO THE LENDER HEREUNDER OR (with such ratable amount being determined as of the time that the applicable unreimbursed indemnity is sought ii) THE ACCELERATION, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OF THE TIME OF PAYMENT OF ANY OF THE OBLIGATIONS. SUCH LOSSES, COSTS OR EXPENSES MAY INCLUDE, WITHOUT LIMITATION, (or if such indemnity payment is sought after the date on which the Notes have been paid in fulli) ANY COMMERCIALLY REASONABLE COSTS INCURRED BY THE LENDER IN CARRYING FUNDS TO COVER ANY OVERDUE PRINCIPAL, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full))OVERDUE INTEREST, from and against all Indemnified Liabilities; providedOR ANY OTHER OVERDUE SUMS PAYABLE BY THE BORROWER TO THE LENDER OR (ii) ANY LOSSES INCURRED OR SUSTAINED BY THE LENDER IN LIQUIDATING OR REEMPLOYING FUNDS ACQUIRED BY THE LENDER FROM THIRD PARTIES, that no Holder shall be liable to the Collateral Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d))EXCEPT TO THE EXTENT CAUSED BY THE LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (c) To the extent required by any applicable lawTHE BORROWER SHALL INDEMNIFY THE LENDER AND ITS DIRECTORS, the Collateral Agent may withhold from any payment to any holder under this Agreement or any other Note Document an amount equal to any applicable withholding tax OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS OR EXPENSES INCURRED BY ANY OF THEM ARISING OUT OF OR BY REASON OF ANY INVESTIGATION OR LITIGATION OR OTHER PROCEEDINGS (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the CodeINCLUDING ANY THREATENED INVESTIGATION OR LITIGATION OR OTHER PROCEEDINGS) RELATING TO ANY TRANSACTION CONTEMPLATED BY THE LOAN DOCUMENTS, ANY ACTIONS OR OMISSIONS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IN CONNECTION WITH THE LOAN DOCUMENTS, OR ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE LOAN PROCEEDS, INCLUDING WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION OR LITIGATION OR OTHER PROCEEDINGS (BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder . (because the appropriate certification form was not deliveredd) THE BORROWER SHALL INDEMNIFY THE LENDER AND ITS DIRECTORS, was not properly executedOFFICERS, or fails to establish an exemption fromEMPLOYEES, or reduction ofAGENTS AND AFFILIATES FROM, withholding tax with respect to a particular type of paymentAND HOLD EACH OF THEM HARMLESS AGAINST, or because such holder failed to notify the Collateral Agent or any other Person of a change in circumstances which rendered the exemption fromANY AND ALL LOSSES, or reduction ofLIABILITIES, withholding tax ineffective)CLAIMS, or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do soDAMAGES, such holder shall promptly indemnify the Collateral Agent fully for all amounts paidCOSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION, directly or indirectlyREASONABLE FEES AND DISBURSEMENTS OF COUNSEL, by the Collateral Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder or under any other Note Document, any applicable withholding tax that was required to be withheld from any prior payment to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note ENGINEERS OR SIMILAR PROFESSIONALS) WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE LENDER OR ANY SUCH PARTY IN CONNECTION WITH OR ARISING OUT OF OR RELATING TO (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a)i) THE LENDER’S COMPLIANCE WITH ANY ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTIES OR OPERATIONS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES, (bii) or ANY NATURAL RESOURCE DAMAGES, GOVERNMENTAL FINES OR PENALTIES OR OTHER AMOUNTS MANDATED BY ANY GOVERNMENTAL AUTHORITY, COURT ORDER, DEMAND OR DECREE IN CONNECTION WITH THE DISPOSAL BY THE BORROWER OR ANY OF ITS SUBSIDIARIES EITHER ON-SITE OR OFF-SITE (cINCLUDING LEAKAGE OR SEEPAGE FROM ANY SUCH SITE INCLUDING THIRD PARTY TREATMENT FACILITIES) of this Section 22.8OF POLLUTANTS, CONTAMINANTS OR HAZARDOUS WASTES AND (iii) ANY PERSONAL INJURY OR PROPERTY DAMAGE TO THIRD PARTIES RESULTING FROM SUCH POLLUTANTS, CONTAMINANTS OR HAZARDOUS WASTES.

Expenses; Indemnities. (a) Each holder of Unless otherwise agreed in writing, the Notes agrees to Borrower shall reimburse the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demandBanks on demand for all reasonable costs, severally expenses and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any reasonable and documented costs and expenses charges (including feeswithout limitation, reasonable fees and charges of Day, Berrx & Xowaxx xx any other external legal counsel for the Agent and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer PartyBanks) that may be incurred by the Collateral Agent or any of its Related Persons and the Banks in connection with the preparation, executionfiling, deliveryrecording, administration, modification, consent, waiver or enforcement of, modification and amendment of this Agreement or the taking Notes; PROVIDED, that the Borrower shall not be required to reimburse more than the aggregate amount of any other action $20,000 in connection with the preparation of this Agreement and the Notes. The Borrower further agrees to pay (i) within ten Business Days after demand, all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement, including without limitation, the enforcement of judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect ofof this Agreement, or legal advice with respect to, its rights or responsibilities under, this Agreement the Notes or any other Note Document. document to be delivered under the this Agreement and (bii) Each Holder further within 30 days after demand, all audits, all insurance costs, and all other reasonable costs and expenses which the Agent or any Bank has or shall have paid by reason of the Borrower's failure or refusal to do so as and when required hereunder. The Borrower agrees to indemnify and hold harmless the Collateral Agent and each of its Related Persons (the Banks from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, charges and fees, except to the extent not reimbursed caused by the Agent's or such Banks' gross negligence or willful misconduct. Until paid, the amount of any Issuer Party)cost, severally and ratably (expense or charge shall constitute, together with such ratable amount being determined as all accrued interest thereon, part of the time that Obligations. (b) The Borrower hereby absolutely agrees to indemnify the applicable unreimbursed indemnity is sought (Agent and the Banks upon demand at any time, against any and all losses, costs or if such indemnity payment is sought after the date on expenses which the Notes have been paid in fullAgent or any Bank may at any time or from time to time sustain or incur as a consequence of (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the Agent or any Bank or (ii) the acceleration, in accordance with the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by any Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to such holder’s ratable share immediately prior Bank or (ii) any losses incurred or sustained by any Bank in liquidating or reemploying funds 41 acquired by such Bank from third parties. (c) The Borrower agrees to indemnify the date on which Agent and the Notes are paid in full))Banks and their directors, from officers, employees, agents and against Affiliates from, and hold each of them harmless against, any and all Indemnified Liabilities; providedlosses, that no Holder shall be liable liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement, any actions or omissions of the Collateral Agent Borrower or any Affiliate or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Loans, including without limitation, the reasonable fees and Disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify and hold harmless the extent required Agent and the Banks, and their directors, officers, employees, agents and Affiliates, from and against any and all claims, damages, liabilities, costs and expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement and the Banks or any other Note Document an amount equal such party in connection with or arising out of or relating to any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of i) the Code). If the Internal Revenue Service Agent's or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of Bank's compliance with any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the properties or operations of paymentthe Borrower or its Affiliates, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Affiliates either on-site or offsite (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder of Unless otherwise agreed in writing, the Notes agrees to Borrower shall reimburse the Collateral Agent Bank on demand for all reasonable costs, expenses and each charges (including without limitation, reasonable fees and charges of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demandDay, severally and ratably Xxxxx & Xxxxxx LLP (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, appropriate detail) in accordance with such holder’s ratable share immediately prior to the date on which letter between the Notes are paid in full))Borrower and the Bank dated November 4, for any reasonable and documented costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party1994) that may be incurred by the Collateral Agent or any of its Related Persons Bank in connection with the preparation, executionfiling and recording of this Agreement, delivery, administration, modification, consent, waiver or enforcement of, the Revolving Note or the taking Pledge Agreements. The Borrower further agrees to pay the Bank on demand for all reasonable costs, expenses and charges (including without limitation, reasonable fees and charges of external legal counsel for the Bank and costs allocated by the Bank's internal legal department) incurred by the Bank in connection with the performance, modification and amendment of this Agreement, the Revolving Note or the Pledge Agreements provided, however, that Borrower shall not be liable for -------- ------- any other action such costs allocated by the Bank's internal legal department arising prior to the date of the first Borrowing pursuant to a Notice of Borrowing. The Borrower further agrees to pay on demand all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement, including without limitation, the enforcement of judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect ofof this Agreement, the Revolving Note or legal advice with respect to, its rights or responsibilities under, this Agreement the Pledge Agreements or any other Note Documentdocument to be delivered under this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) Each Holder further The Borrower hereby agrees to indemnify the Bank upon demand at any time, against any and hold harmless all losses, costs or expenses which the Collateral Agent and each Bank may at any time or from time to time sustain or incur as a consequence of its Related Persons (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the extent not reimbursed by any Issuer Party), severally and ratably Bank or (with such ratable amount being determined as of ii) the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in fullacceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to the date on which Bank or (ii) any losses incurred or sustained by the Notes are paid Bank in full))liquidating or reemploying funds acquired by the Bank from third parties, from and against all Indemnified Liabilities; provided, that no Holder shall be liable except to the Collateral Agent extent caused by the Bank's gross negligence or willful misconduct. (c) The Borrower agrees to indemnify the Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement or the Pledge Agreements, any actions or omissions of the Borrower or any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement Bank or any other Note Document an amount equal such party in connection with or arising out of or relating to (i) the Bank's compliance with any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the Properties or operations of paymentthe Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Subsidiaries either on-site or off-site (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder of Unless otherwise agreed in writing, the Notes agrees to Borrower shall reimburse the Collateral Agent Bank on demand for all reasonable costs, expenses and each charges (including without limitation, reasonable fees and charges of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demandDay, severally and ratably Xxxxx & Xxxxxx LLP (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, appropriate detail) in accordance with such holder’s ratable share immediately prior to the date on which letter between the Notes are paid in full))Borrower and the Bank dated November 4, for any reasonable and documented costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party1994) that may be incurred by the Collateral Agent or any of its Related Persons Bank in connection with the preparation, executionfiling and recording of this Agreement, delivery, administration, modification, consent, waiver or enforcement of, the Revolving Note or the taking Pledge Agreement. The Borrower further agrees to pay the Bank on demand for all reasonable costs, expenses and charges (including without limitation, reasonable fees and charges of external legal counsel for the Bank and costs allocated by the Bank's internal legal department) incurred by the Bank in connection with the performance, modification and amendment of this Agreement, the Revolving Note or the Pledge Agreement provided, however, that Borrower shall not be -------- ------- liable for any other action such costs allocated by the Bank's internal legal department arising prior to the date of the first Borrowing pursuant to a Notice of Borrowing. The Borrower further agrees to pay on demand all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement, including without limitation, the enforcement of judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect ofof this Agreement, the Revolving Note or legal advice with respect to, its rights or responsibilities under, this the Pledge Agreement or any other Note Documentdocument to be delivered under this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) Each Holder further The Borrower hereby agrees to indemnify the Bank upon demand at any time, against any and hold harmless all losses, costs or expenses which the Collateral Agent and each Bank may at any time or from time to time sustain or incur as a consequence of its Related Persons (i) any failure by the Borrower to pay, punctually on the due date thereof, any amount payable by the Borrower to the extent not reimbursed by any Issuer Party), severally and ratably Bank or (with such ratable amount being determined as of ii) the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in fullacceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to the date on which Bank or (ii) any losses incurred or sustained by the Notes are paid Bank in full))liquidating or reemploying funds acquired by the Bank from third parties, from and against all Indemnified Liabilities; provided, that no Holder shall be liable except to the Collateral Agent extent caused by the Bank's gross negligence or willful misconduct. (c) The Borrower agrees to indemnify the Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement or the Pledge Agreement, any actions or omissions of the Borrower or any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such -44- losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement Bank or any other Note Document an amount equal such party in connection with or arising out of or relating to (i) the Bank's compliance with any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Collateral Agent did not properly withhold tax from amounts paid to or for the account of any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the Properties or operations of paymentthe Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Subsidiaries either on-site or off-site (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder Unless otherwise agreed in writing by all of the Notes Banks, the Borrower shall reimburse the Agent and the Banks on demand for all reasonable out-of-pocket costs, expenses and charges (including without limitation, reasonable fees and charges of counsel for the Agent and the Banks) incurred by the Agent and the Banks in connection with any amendment or modification of this Agreement and the other Loan Documents. The Borrower further agrees to reimburse the Collateral Agent and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date pay on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any demand all reasonable and documented costs and expenses (including feesreasonable counsel fees and expenses), charges and disbursements of financialif any, legal and other advisors and taxes paid in the name of, or on behalf of, any Issuer Party) that may be incurred by the Collateral Agent or any of its Related Persons in connection with the preparationenforcement, executionincluding without limitation, delivery, administration, modification, consent, waiver or the enforcement of, or the taking of any other action judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise) in respect ofof this Agreement, or legal advice with respect to, its rights or responsibilities under, this Agreement the other Loan Documents or any other Note Document. (b) Each Holder further document to be delivered under this Agreement and all audits, all insurance costs, and all other reasonable costs and expenses which the Agent or any Bank has or shall have paid by reason of the Borrower's failure or refusal to do so as and when required hereunder. The Borrower agrees to indemnify and hold harmless the Collateral Agent and the Banks from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs, expenses, charges and fees, except to the extent caused by the Agent's or such Bank's negligence or willful misconduct or breach of this Agreement. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations, and shall accrue interest from the date five days after demand at the Base Rate. Nothwithstanding anything to the contrary which may be stated or implied herein or in the Existing Credit Agreement, it is explicitly understood and agreed that the Borrower is not responsible for reimbursing or paying any costs, expenses or charges of the Agent or any Banks in connection with the negotiation and preparation of this Agreement. (b) The Borrower agrees to indemnify the Agent and each Bank, and their directors, officers, employees, agents and Affiliates from, and hold each of its Related Persons them harmless against, any and all claims, damages, losses, liabilities, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) arising as a consequence of (i) any failure by the Borrower to pay the Agent or any Bank, as required under this Agreement, punctually on the due date thereof, any amount payable by the Borrower to the extent not reimbursed by Agent or any Issuer Party), severally and ratably Bank or (with such ratable amount being determined as of ii) the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in fullacceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower, except to the date on which extent caused by the Notes are paid Agent's or such Bank's negligence or willful misconduct or breach of this Agreement. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in full))carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to such Bank or (ii) any losses incurred or sustained by any Bank in liquidating or reemploying funds acquired by such Bank from third parties. (c) The Borrower agrees to indemnify the Agent and against the Banks, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all Indemnified Liabilities; providedclaims, that no Holder shall be liable damages, liabilities, losses, costs and expenses (including without limitation, reasonable fees and disbursements of counsel) arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement or any other Loan Document, any actions or omissions of the Collateral Agent Borrower or any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement or any other Loan Document, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Revolving Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no action taken in accordance with the directions of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Agent and the Banks, and their directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs and expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by any applicable law, or asserted against the Collateral Agent may withhold from any payment to any holder under this Agreement or any other Note Document an amount equal to any applicable withholding tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the Internal Revenue Service Bank or any other Governmental Authority asserts a claim that such party in connection with or arising out of or relating to (i) the Collateral Agent did not properly withhold tax from amounts paid to or for the account of Banks' compliance with any holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax environmental law with respect to a particular type the Properties or operations of paymentthe Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or because such holder failed to notify penalties or other amounts mandated by any governmental authority, court order, demand or decree in connection with the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), or the Collateral Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, disposal by the Collateral Agent as tax Borrower or otherwise, its Subsidiaries either on-site or off-site (including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder leakage or under any other Note Document, any applicable withholding tax that was required to be withheld seepage from any prior payment such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to such holder but which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification third parties resulting from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation pollutants, contaminants or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8hazardous wastes.

Expenses; Indemnities. (a) Each holder of Unless otherwise agreed in writing, the Notes agrees to Borrower shall reimburse the Collateral Agent Bank on demand for all reasonable costs, expenses and each of its Related Persons (to the extent not reimbursed by any Issuer Party) promptly upon demand, severally and ratably (with such ratable amount being determined as of the time that the applicable unreimbursed cost or expense is sought (or if such payment is sought after the date on which the Notes have been paid in full, in accordance with such holder’s ratable share immediately prior to the date on which the Notes are paid in full)), for any reasonable and documented costs and expenses charges (including feeswithout limitation, reasonable fees and charges and disbursements of financialDay, Bxxxx & Hxxxxx LLP or any other external legal and other advisors and taxes paid in counsel for the name of, or on behalf of, any Issuer PartyBank) that may be incurred by the Collateral Agent or any of its Related Persons Bank in connection with the preparation, executionfiling, deliveryrecording, administrationmodification and amendment of this Agreement, modificationthe Note, consentthe Security Agreement, waiver or enforcement of, the Guaranty Agreements or the taking of Subsidiary Security Agreements or any other action document to be delivered under this Agreement. The Borrower further agrees to pay on demand all reasonable costs and expenses (including reasonable counsel fees and expenses), if any, in connection with the enforcement of and protection of the rights of the Bank under the provisions of (including without limitation, the enforcement of judgments (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including preparation for and/or response to any subpoena or request for document production relating thereto) proceedings or otherwise)) in respect ofthis Agreement, the Note, the Security Agreement, the Guaranty Agreements or legal advice with respect to, its rights or responsibilities under, this Agreement the Subsidiary Security Agreements or any other Note Documentdocument to be delivered under this Agreement and all reasonable costs and expenses incurred by the Bank in auditing the accounts receivable of the Borrower or the Collateral (as defined in the Security Agreement) if in the reasonable judgment of the Bank, such an audit is necessary. Until paid, the amount of any cost, expense or charge shall constitute, together with all accrued interest thereon, part of the Obligations. (b) Each Holder further The Borrower hereby agrees to indemnify the Bank upon demand at any time, against any and hold harmless all losses, costs or expenses which the Collateral Agent and each Bank may at any time or from time to time sustain or incur as a consequence of its Related Persons (i) any failure by the Borrower to pay, punctually on the due date thereof any amount payable by the Borrower to the extent not reimbursed by any Issuer Party), severally and ratably Bank or (with such ratable amount being determined as of ii) the time that the applicable unreimbursed indemnity is sought (or if such indemnity payment is sought after the date on which the Notes have been paid in fullacceleration, in accordance with such holder’s ratable share immediately prior the terms of this Agreement, of the time of payment of any of the Obligations of the Borrower. Such losses, costs or expenses may include, without limitation, (i) any costs incurred by the Bank in carrying funds to cover any overdue principal, overdue interest, or any other overdue sums payable by the Borrower to the date on which Bank or (ii) any losses incurred or sustained by the Notes are paid Bank in full))liquidating or reemploying funds acquired by the Bank from third parties, from and against all Indemnified Liabilities; provided, that no Holder shall be liable except to the Collateral Agent extent caused by the Bank's gross negligence or willful misconduct. (c) The Borrower agrees to indemnify the Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any transaction contemplated by this Agreement or the Security Agreement, any actions or omissions of the Borrower or any Subsidiary or any of its Related Persons to their respective directors, officers, employees or agents in connection with this Agreement, or any actual or proposed use by the extent Borrower or any Subsidiary of the proceeds of the Loans including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such liability has resulted primarily from investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Collateral Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment Person to be indemnified or order; provided, further, that no action taken in accordance with the directions any Affiliate of the Required Holders shall Person to be deemed to constitute gross negligence or willful misconduct for purposes of this clause (d)indemnified). (cd) To The Borrower agrees to indemnify the extent required Bank and its directors, officers, employees, agents and Affiliates from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses (including without limitation, reasonable fees and disbursements of counsel, engineers or similar professionals) which may be incurred by or asserted against the Bank or any such party in connection with or arising out of or relating to (i) the Bank's compliance with any environmental law with respect to the Properties or operations of the Borrower or its Subsidiaries, (ii) any natural resource damages, governmental fines or penalties or other amounts mandated by any applicable lawgovernmental authority, court order, demand or decree in connection with the disposal by the Borrower or its Subsidiaries either on-site or off- site (including leakage or seepage from any such site including third party treatment facilities) of pollutants, contaminants or hazardous wastes and (iii) any personal injury or property damage to third parties resulting from such pollutants, contaminants or hazardous wastes. (e) The Borrower agrees to indemnify the Bank and to hold the Bank harmless from and against all losses and expenses that the Bank may sustain or incur (i) if the Borrower makes any payment or prepayment of the principal of any Eurodollar Rate Loan on a day other than the last Business Day of the Interest Period therefor (whether as a result of acceleration of the maturity of such Loan or otherwise) or (ii) if the Borrower, for any reason whatsoever, fails to complete a borrowing or continuation of or a prepayment of any Eurodollar Rate Loan on the date specified therefore in a request by the Borrower pursuant to Section 2.3 or 2.5 hereof (including, without limitation, in each case, any interest payable by the Bank in order to make or maintain such Eurodollar Rate Loan). Without limiting the generality of the foregoing, the Collateral Agent may withhold from any payment to any holder amounts due the Bank under this Agreement or any other Note Document paragraph (e) may include an amount equal to any applicable withholding tax the excess, if any, of (including withholding Taxes imposed under Chapters 3 and 4 i) the amount of Subtitle A interest which would have accrued on the amount so paid or prepaid or the amount of the Code). If Borrowing that is not completed or continued on the Internal Revenue Service or any other Governmental Authority asserts a claim that date specified by the Collateral Agent did not properly withhold tax from amounts paid to or Borrower for the account period from the date of any holder (because the appropriate certification form was not delivered, was not properly executed, such payment or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such holder failed to notify the Collateral Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective), prepayment or the Collateral Agent date such Borrowing was scheduled to be made to the last day of the applicable Interest Period, in each case at the Eurodollar Rate, over (ii) the amount of interest (as reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such holder shall promptly indemnify the Collateral Agent fully for all amounts paid, directly or indirectly, determined by the Collateral Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by the Collateral Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Collateral Agent may offset against any payment to any holder hereunder or under any other Note Document, any applicable withholding tax that was required to be withheld from any prior payment to such holder but Bank) which was not so withheld, as well as any other amounts for which the Collateral Agent is entitled to indemnification from such holder under this Section 22.8(c). The terms of this Section 22.8 shall survive the resignation or removal of the Collateral Agent or the transfer of any Note or portion thereof or interest therein by any Purchaser or holder and the payment of any Note (as well as termination of this Agreement). Each holder hereby authorizes the Collateral Agent to set off and apply any amounts received by the Collateral Agent constituting Collateral or proceeds thereof and otherwise payable to such holder against amounts then due from such holder would have accrued to the Collateral Agent under paragraph (a), (b) or (c) of this Section 22.8Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market.