Common use of Expenses; Indemnity Clause in Contracts

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.

Expenses; Indemnity. The Borrower will (a) Each Borrower shall pay all reasonable out-of-pocket and documented costs and expenses of the Agents (including, without limitation, all reasonable and documented legal fees) incurred in connection with: with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents. (b) Each Borrower agrees to indemnify the Lender, its directors, officers, employees and agents (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, its proportionate share of any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of (i) the preparation, execution and or delivery of this Agreement and each or any other Loan DocumentDocument or any agreement or instrument contemplated thereby, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements performance by the parties thereto (other than the Lender) of a single counsel for their respective obligations thereunder or the Agents (with consummation of the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)transactions contemplated thereby, (ii) the preparation, execution and delivery use of the proceeds of any waiverof the Loans, amendment or consent by the Agents (iii) any claim, litigation, investigation, or the Lenders proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, in each case, to the fullest extent possible without such indemnification being inconsistent with such Borrower’s Constituent Documents. The liability of each Borrower under this Section 5 shall be determined in accordance with Section 8(n) of this Agreement. (c) The provisions of this Section 5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all or any portion of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies investigation made by or on behalf of the Agents and Lenders under the Credit FacilityLender. Upon Borrowers’ receipt of written demand therefor, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations all amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate 5 shall be payable in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this accordance with Section 12.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12indemnified party.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12indemnified party.

Expenses; Indemnity. The Borrower will (a) Each Borrower shall pay all reasonable out-of-pocket and documented costs and expenses of the Agents (including, without limitation, all reasonable and documented legal fees) incurred in connection with: with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents. (b) Each Borrower agrees to indemnify the Lender, its directors, officers, employees and agents (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, its proportionate share of any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of (i) the preparation, execution and or delivery of this Agreement and each or any other Loan DocumentDocument or any agreement or instrument contemplated thereby, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements performance by the parties thereto (other than the Lender) of a single counsel for their respective obligations thereunder or the Agents (with consummation of the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)transactions contemplated thereby, (ii) the preparation, execution and delivery use of the proceeds of any waiverof the Loans, amendment or consent by the Agents (iii) any claim, litigation, investigation, or the Lenders proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, in each case, to the fullest extent possible without such indemnification being inconsistent with such Borrower’s Constituent Documents. The liability of each Borrower under this Section 5 shall be determined in accordance with Section 8(n) of this Agreement. (c) The provisions of this Section 5 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all or any portion of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies investigation made by or on behalf of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this AgreementLender. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate 5 shall be payable in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this accordance with Section 12.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12indemnified party.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay reasonably incurred all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Credit Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Credit Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Credit Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Credit Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) Each Borrower shall pay all reasonable out-of-pocket and documented costs and expenses of the Agents (including, without limitation, all reasonable and documented legal fees) incurred in connection with: with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents. (b) Each Borrower agrees to indemnify the Lender, its directors, officers, employees and agents (each such Person, an “Indemnitee”) against, and to hold each Indemnitee harmless from, its proportionate share of any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of (i) the preparation, execution and or delivery of this Agreement and each or any other Loan DocumentDocument or any agreement or instrument contemplated thereby, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements performance by the parties thereto (other than the Lender) of a single counsel for their respective obligations thereunder or the Agents (with consummation of the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)transactions contemplated thereby, (ii) the preparation, execution and delivery use of the proceeds of any waiverof the Loans, amendment or consent by the Agents (iii) any claim, litigation, investigation, or the Lenders proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, in each case, to the fullest extent possible without such indemnification being inconsistent with such Borrower’s Constituent Documents. The liability of each Borrower under this Section 4 shall be determined in accordance with Section 7(n) of this Agreement. (c) The provisions of this Section 4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of all or any portion of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies investigation made by or on behalf of the Agents and Lenders under the Credit FacilityLender. Upon Borrowers’ receipt of written demand therefor, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations all amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate 4 shall be payable in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this accordance with Section 1211.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Credit Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Credit Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Credit Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Credit Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including, without limitation, consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all ------------------- reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansLoans or the transactions contemplated hereby, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will will, within thirty (30) ------------------- days after demand, (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all out-of-pocket expenses of the Agent and (iii) each Lender in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) each Lender in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent actually incurred in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Agent (provided, however, that the Agent agrees that the obligation of the Borrower to pay such out of pocket syndication and due diligence expenses and reasonable fees and disbursements of counsel for the Agent in connection with the right preparation, execution and delivery of such counsel this Agreement and the other Loan Documents is subject to engage such special or local counsel as the Agents reasonably deem necessaryterms of the commitment letter dated March 13, 1998, from the Agent and Capital Markets to the Borrower), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. (i) The Borrower will Company shall pay (aor reimburse the Lender for) pay all of the following: (i) whether or not the transactions contemplated hereby are consummated, for all costs and expenses of the Lender (including the reasonable fees, charges and disbursements of counsel) in connection with the negotiation, preparation, administration and execution and delivery of the Transaction Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all out-of-pocket costs and expenses of the Agents Lender in connection with: with the administration of the Transaction Documents and any amendment, modification, waiver or consent relating to any of the Transaction Documents that is requested by the Company; (iii) all costs and expenses of the Lender in connection with the enforcement (including without limitation any workout or default scenario and any amendment, consent or waiver in connection therewith) of any of the Transaction Documents, including, without limitation, the reasonable fees, charges and disbursements of any counsel to the Lender; and (iv) any and all present and future stamp and other similar taxes with respect to the foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. Notwithstanding the foregoing, the amount required to be paid or reimbursed by the Company pursuant to clause (i) hereof with respect to the preparationdrafting, execution negotiation and executed and delivery of this Agreement and each other Loan Document, whenever the same shall be Transaction Documents executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for delivered on the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, date hereof will not exceed $50,000 and (b) defendthe drafting, negotiation and executed and delivery of the Transaction Documents executed and delivered under Section 7.13 will not exceed $30,000. (ii) The Company shall indemnify the Lender and hold harmless the Agents and Lenders, its Affiliates and their respective parentsdirectors, Subsidiaries, Affiliatesofficers, employees, agents, officers agents and directors advisors of such Person and of such Person’s Affiliates (collectively, the "indemnitees"), “Indemnitees”) from and hold each of them harmless against any and all losses, penalties, fines, liabilities, settlementsclaims, damages, costs and expenses, suffered damages or expenses incurred by any such indemnitee of them as a result of, or arising out of, or in connection with any way related to, or by reason of (i) any claim, investigation, litigation or other proceeding (regardless of whether or not any Agent or Lender such Indemnitee is a party theretothereto or whether such claim, litigation or other proceeding is brought by a third party or by the Company or any of its Affiliates) related to the entering into and/or performance of any Transaction Document or any other agreement or instrument contemplated hereby or thereby and (ii) the use of the proceeds of the Loan or the consummation of any transactions contemplated in any Transaction Document, including, in the case of each of (i) and (ii) above, without limitation, the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except charges and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such losses, liabilities, claims, damages or expenses are determined by a court of the foregoing result competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the party seeking indemnification therefor extent that the undertaking to indemnify, pay or the breach by the Agents or the Lenders of this Agreement. If hold harmless any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate Person set forth in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower preceding sentence may be liable for unenforceable because it is violative of any law or public policy, the Company shall make the maximum contribution to the payment and satisfaction of indemnity hereunder shall give the Borrower written notice each of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12indemnified liabilities that is permissible under applicable law.

Expenses; Indemnity. The Borrower will (a) pay Each Loan Party shall indemnify Regions Bank, and its officers, directors, affiliates, employees, representatives and agents (each, an “Indemnitee”) from and against any and all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparationliabilities, execution and delivery of this Agreement and each other Loan Documentobligations, whenever the same shall be executed and deliveredlosses, including without limitation all reasonable out-of-pocket syndication and due diligence damages, penalties, actions, judgments, suits, costs, expenses and reasonable disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special counsel) arising from any action, litigation, proceeding, dispute or local counsel as the Agents reasonably deem necessary)investigation which may be imposed on, (ii) the preparationincurred by, execution and delivery of or asserted against Regions or any waiverIndemnitee in any litigation, amendment proceeding, dispute or consent investigation instituted or conducted by the Agents or the Lenders relating to this Agreement any governmental body or any other Loan Documentperson with respect to any aspect of, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of or any rights and remedies of the Agents and Lenders under the Credit Facilitytransaction contemplated by, and (b) defendor referred to in, indemnify and hold harmless the Agents and Lendersor any matter related to, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectivelythis letter agreement, the "indemnitees")LC Documents, from and against any lossesthe Payoff Letter or the Bank Product Agreements, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender Regions is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except that no Indemnitee shall be entitled to indemnification hereunder to the extent that any of the foregoing result from arises out of the gross (not mere) negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders such Indemnitee as determined pursuant to a final, non-appealable order of this Agreementa court of competent jurisdiction. If Upon learning of any claim, demand, action or cause of action is asserted against matter described above for which any indemniteeIndemnitee may want to seek indemnity from any Loan Party, such indemnitee Indemnitee shall promptly notify the Borrowereach Loan Party of such matter; provided, but that, the failure to do so promptly notify the Borrower shall not in any manner limit, impair or affect the Borrower's Loan Parties’ indemnification obligations hereunder. Nothing contained herein or in any LC Document or Bank Product Agreement shall prohibit any Loan Party from seeking contribution or indemnity from any person other than Regions. THE INDEMNITY SET FORTH IN THIS PARAGRAPH AND EACH OTHER INDEMNITY PROVIDED IN ANY LC DOCUMENT OR BANK PRODUCT AGREEMENT IN FAVOR OF ANY INDEMNITEE SHALL INCLUDE, WITHOUT LIMITATION, INDEMNIFICATION FOR ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL) ARISING AS A RESULT OF THE NEGLIGENCE OR MISCONDUCT OF ANY INDEMNITEE, IN WHOLE OR IN PART (EXCEPT TO THE EXTENT ARISING OUT OF THE GROSS (NOT MERE) NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE AS DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION). (b) The Loan Parties, jointly and severally, (and in addition to any rights of Regions in the other LC Documents or Bank Product Agreements) shall reimburse Regions for all costs and expenses (including without limitation, travel expenses) paid or incurred by Regions in connection with this letter agreement, the LC Documents or the Bank Product Agreements, including, without limitation: (i) (x) reasonable attorneys’ fees and disbursements incurred by counsel to Regions in connection with the administration of this letter agreement, the LC Documents or the Bank Product Agreements, or any Letters of Credit or Bank Products, including, without limitation, the preparation, negotiation, execution and delivery of any amendment or waiver with respect thereto, and (y) reasonable attorneys’ fees and disbursements incurred by counsel to Regions in connection with, at any time, (A) in all efforts made to enforce payment of any LC Obligations or Bank Product Obligations or collection of or other realization upon any Cash Collateral, (B) in defending or prosecuting any actions or proceedings arising out of or relating to this letter agreement, the LC Documents or the Bank Product Agreements, (C) in connection with the enforcement of this letter agreement, the LC Documents or the Bank Product Agreements, and (D) in enforcing Regions’ security interest in or lien on any of the Cash Collateral, whether through judicial proceedings or otherwise; (ii) attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, appraisers and other professionals incurred by Agent and other costs and expenses incurred by Regions (A) in connection with the preparing, negotiating, entering into, or performing this letter agreement, the LC Documents or the Bank Product Agreements, any amendment, waiver, consent or other modification with respect thereto and the administration, work-out or enforcement of this letter agreement, the LC Documents or the Bank Product Agreements (which expenses incurred or paid pursuant to this clause (A) must be reasonable), (B) in instituting, maintaining, preserving and foreclosing on security interests or liens on any of the Cash Collateral, whether through judicial proceedings or otherwise, (C) in connection with any advice given to Regions with respect to its rights and obligations under this Section 12.2 unless such failure materially prejudices letter agreement, the Borrower's right to participate in LC Documents or the contest Bank Product Agreements or (D) that Regions reasonably deems necessary or appropriate for the performance and fulfillment of such claimits functions, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writingpowers, and so long as no Default obligations pursuant to this letter agreement, the LC Documents or Event of Default shall have occurred the Bank Product Agreements; and be continuing(iii) reasonable fees and disbursements incurred by Regions in connection with any collateral analysis or monitoring or other business analysis conducted by outside persons in connection with this letter agreement, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action LC Documents or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence theretoBank Product Agreements. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights provisions of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 1214 shall survive any termination of this letter agreement.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless each of the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the applicable Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and (subject to the limitations set forth in the commitment letter dated as of March 23, 1998 from the Administrative Agent to the Borrower) reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any of the other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any of the other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor therefor. In addition, the Borrower will pay all out-of-pocket expenses of the Administrative Agent in connection with prosecuting or defending any claim in any way arising out of, related to, connected with, or enforcing any provision of, this Agreement or any of the breach other Loan Documents, which expenses shall include the fees and disbursements of counsel and of experts and other consultants retained by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, Administrative Agent and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12Lenders.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, including, with respect to the Administrative Agent only, consulting with appraisers, accountants, engineers and attorneys employed by the Administrative Agent concerning the nature, scope or value of any right or remedy of any Agent or Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.this

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Lender in connection with: (ia) the preparation, execution and delivery of this Agreement or any of the other Loan Documents, and each other the administration, interpretation or amendment of any Loan Document, whenever including fees and disbursements of counsel for Lender, search fees, recording fees, and taxes imposed in connection therewith and (b) upon the same shall be executed occurrence and deliveredcontinuance of an Event of Default, consulting with one or more Persons, including without limitation all reasonable out-of-pocket syndication appraisers, accountants and due diligence attorneys, concerning or related to the nature, scope or value of any right or remedy of Lender hereunder or under any of the other Loan Documents or any factual matters in connection therewith, which expenses and shall include the reasonable fees and disbursements of a single counsel for the Agents such Persons, and (with the right of such counsel to engage such special c) prosecuting or local counsel as the Agents reasonably deem necessary)defending any claim in any way arising out of, (ii) the preparationrelated to, execution and delivery of connected with, or enforcing any waiverprovision of, amendment or consent by the Agents or the Lenders relating to this Agreement or any of the other Loan DocumentDocuments, including without limitation reasonable which expenses shall include the fees and disbursements of a single counsel for the Agents and (iii) the administration of experts and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) other consultants retained by Lender. Borrower shall defend, indemnify and hold harmless the Agents and LendersLender, and their its respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any of the other Loan Document Documents or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will Borrowers will: (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Administrative Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders each Lender under the Credit FacilityAggregate Commitment, including without limitation consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and Lenders, any Lender and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreementtherefor. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower This Section 13.2 shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right apply with respect to participate in the contest of such Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.

Expenses; Indemnity. The Borrower Borrowers will jointly and severally (ai) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: with (ia) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Agent and (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (iib) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (ii) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (biii) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, 13.4 settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the each such Person or entity referred to hereafter in this paragraph as an "indemniteesIndemnified Party"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by for which any such indemnitee Indemnified Person may become liable to any third party in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Agents Agent in connection with: (i) with the syndication, preparation, execution execution, delivery, administration, modification, and delivery amendment of this Agreement and each the other Loan Documentdocuments to be delivered hereunder, whenever including, without limitation, the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements expenses of a single counsel for the Agents Agent (excluding the cost of internal counsel) with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay on demand all costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable attorneys' fees and expenses, but excluding the cost of internal counsel), in connection with the right enforcement (whether through negotiations, legal proceedings, or otherwise) of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any and the other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and documents to be delivered hereunder. (b) defend, The Borrower agrees to indemnify and hold harmless the Agents Agent and Lenders, each Lender and each of their affiliates and their respective parentsofficers, Subsidiaries, Affiliatesdirectors, employees, agents, officers and directors advisors (collectivelyeach, the an "indemniteesIndemnified Party"), ) from and against any and all claims, damages, losses, penalties, fines, liabilities, settlementscosts, damagesand expenses (including, costs and expenseswithout limitation, suffered reasonable attorneys' fees) that may be incurred by or asserted or awarded against any such indemnitee Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability, cost, or expense results from such Indemnified Party's gross negligence or willful misconduct or claims by any of the Lenders against any other Lender (in any capacity). In the case of an investigation, litigation or other proceeding (to which the indemnity in this Section 9.03 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any Agent other Person or Lender any Indemnified Party is otherwise a party thereto) thereto and whether or not the prosecution transactions contemplated hereby are consummated. The Borrower agrees not to assert any claim against the Agent, any Lender, any of their affiliates, or any of their respective directors, officers, employees, attorneys, agents, and defense thereofadvisers, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of the or otherwise relating to this Agreement, any other Loan Document of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loans, including without limitation reasonable attorney's and consultant's fees, except . (c) Without prejudice to the extent that survival of any other agreement of the foregoing result from Borrower hereunder, the gross negligence or willful misconduct agreements and obligations of the party seeking indemnification therefor or Borrower contained in this Section 9.03 shall survive the breach by payment in full of the Agents or the Lenders of Loans and all other amounts payable under this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.

Expenses; Indemnity. The Borrower will Borrowers will: (a) pay all ------------ reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Administrative Agent relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent; (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders each Lender under the Credit FacilityAggregate Commitment, including without limitation consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and Lenders, any Lender and their respective its parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers on a joint and ------------------- several basis will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-out- of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Administrative Agent, and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent and (iiib) at any time when a Default has occurred and is continuing (or at any time thereafter with respect to any of the following undertaken during the existence of a Default), pay all reasonable out-of-pocket expenses of the Administrative Agent (and of the Lenders, but only if such Default is an Event of Default) the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Without duplicating any amounts payable under Sections 10.7, 11.5 and 11.10 of the Credit Agreement, the Pledgor will (a) upon demand pay to the Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agents Agent may incur in connection with: with (i) the preparation, execution and delivery administration of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agreement, (ii) the preparationcustody or preservation of, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement sale of, collection for, or other realization upon, any other Loan Documentof the Pledged Collateral, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and exercise or enforcement of any rights and remedies of the Agents and Lenders under rights of the Credit Facility, and Agent hereunder or (biv) defend, the failure by the Pledgor to perform or observe any of the provisions hereof. The Pledgor agrees to indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), Agent from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising growing out of or resulting from this Agreement or the Agreement, exercise by the Agent of any right or remedy granted to it hereunder or under the other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's feesDocuments, except to the extent that any of the foregoing result as such may have resulted from the Agent's gross negligence or willful misconduct. In no event shall the Agent be liable, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for moneys or property actually received by it in accordance with the terms thereof. If and to the extent that the obligations of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations Pledgor under this Section 12.2 unless such failure materially prejudices 12 are unenforceable for any reason, the Borrower's right Pledgor hereby agrees to participate in make the contest maximum contribution to the payment and satisfaction of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for obligations which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12is permissible under applicable law.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with Agent and counsel for the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Lenders, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and counsel for the Lenders, and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all out-of-pocket expenses of the Administrative Agent and (iii) the Lenders in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include, without limitation, the reasonable fees and disbursements of such Persons and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Obligors will (a) pay expenses set forth in the Mandate Letter and all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, and (iii) after the administration and occurrence of an Event of Default, enforcement of any rights and remedies of the Agents Agent and Lenders under this Agreement and the Credit Facilityother Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the LoansCredit Facility, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Parent Borrower will agrees to (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent and the Arranger in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single one counsel for representing the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Arranger or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for representing the Agents Administrative Agent and the Lenders, and (iiib) pay all reasonable out-of-pocket expenses of the administration Administrative Agent, the Arranger and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent, the Arranger and the Lenders under the Credit FacilityFacilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and (b) defendother Persons concerning the nature, indemnify scope or value of any right or remedy of the Administrative Agent, the Arranger or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and hold harmless disbursements of such Persons. The Parent Borrower hereby indemnifies, exonerates and holds the Agents Administrative Agent, the Arranger and the Lenders, and each of their respective parents, Subsidiaries, Affiliates, employeesofficers, agentsdirectors, officers employees and directors agents (collectively, the each an "indemniteesIndemnitee"), ) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, suffered without limitation, reasonable attorneys' fees and disbursements, reasonable consultants' fees and settlement costs) (collectively, the "Indemnified Liabilities") incurred by any such indemnitee Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Arranger or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the AgreementCredit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that breach of any of the foregoing result from Credit Parties' obligations hereunder, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee's gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Parent Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the party seeking indemnification therefor or Indemnified Liabilities which is permissible under applicable law. The parties hereto acknowledge and agree that, in the breach by the Agents or the Lenders case of this Agreement. If any claim, demandlitigation, action investigation or cause of action is asserted against any indemniteeother proceeding to which the indemnity in this Section 13.2 applies, such indemnitee indemnity shall promptly notify the Borrowerbe effective whether or not such investigation, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim litigation or proceeding for which is brought by a third party, the Parent Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12other Credit Party.

Expenses; Indemnity. The Borrower will (a) Provided that, in accordance with Section 10.12, all payment obligations of the CP Issuer with respect to Commercial Paper, Loan Notes and LOC Disbursements attributable to Refunding Drawings are then satisfied or provided for, the CP Issuer agrees to pay all reasonable out-of-pocket expenses of (including reasonable attorneys' fees and expenses) incurred by the Agents Liquidity Agent in connection with: (i) with the preparation, negotiation, execution and delivery of this Agreement, the other Facilities Documents, the Purchase Agreement and each any Subsidiary Purchase Agreement and the other Loan Documentdocuments delivered in connection herewith or therewith or in connection with any amendments, whenever modifications or waivers of the same provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be executed consummated), and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and (including reasonable attorneys' fees and disbursements of a single counsel for expenses) incurred by the Agents (Liquidity Agent or any Bank in connection with the right enforcement or protection of their rights in connection with this Agreement, the other Facilities Documents, the Purchase Agreement and any Subsidiary Purchase Agreement or in connection with the Loans made or the Loan Notes issued hereunder, including, but not limited to, reasonable out-of-pocket costs and expenses in connection with the Liquidity Agent's optional annual field audits and the monitoring of assets. Subject to Section 10.12, the CP Issuer further agrees that it shall indemnify the Banks from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution, delivery or performance of this Agreement or any of the other Facilities Documents, the Purchase Agreement or any Subsidiary Purchase Agreement. (b) Subject to the express limitations of Sections 3.09, 3.10, 3.15, 3.16, 3.18 and 5.02, and further subject to Section 10.12, the CP Issuer agrees to indemnify the Liquidity Agent, each Bank and its directors, officers, employees and agents (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel to engage such special fees and expenses, incurred by or local counsel asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the Agents reasonably deem necessary)execution, delivery or performance of this Agreement, any of the other Facilities Documents, the Purchase Agreement, any Subsidiary Purchase Agreement or any agreement or instrument contemplated hereby or thereby, (ii) the preparation, execution and delivery use of any waiver, amendment the proceeds of the Advances or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigationlitigation, litigation investigation or other proceeding (whether or not relating to any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreementforegoing, or to the performance by the parties hereto of their respective obligations hereunder or thereunder or to the consummation of the transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any other Loan Document or the LoansIndemnitee, including without limitation reasonable attorney's and consultant's fees, except be available to the extent that any of the foregoing such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful wilful misconduct of such Indemnitee. (c) The provisions of this Section shall remain operative and in full force and effect regardless of the party seeking indemnification therefor expiration or termination of the breach by the Agents or the Lenders term of this Agreement, the consummation of the transactions contemplated hereby and in the other Facilities Documents, the payment or prepayment of any of the Loans, the termination of the Liquidity Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any other Facilities Documents or any investigation made by or on behalf of the Liquidity Agent or any Bank. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations All amounts due under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate shall be payable on demand therefor in the contest of such claim, demand, action accordance with Section 9(a)seventh or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice (b)sixth of the terms of such proposed settlement or compromise reasonably Security Agreement, provided that, in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights accordance with Section 10.12, all payment obligations of the Agents CP Issuer with respect to Commercial Paper, Loan Notes and Lenders hereunder and in defending against any claim, demand, action LOC Disbursements attributable to Refunding Drawings are then satisfied or cause of action covered by this Section 12provided for.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Revolving Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless each of the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the applicable Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration (other than routine day to day administration) and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, expenses suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the each such Person referred to hereafter in this paragraph as an "indemniteesIndemnified Party"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by for which any such indemnitee Indemnified Party may become liable to any third party in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Obligors will (a) pay expenses set forth in the Mandate Letter and all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, and (iii) after the administration and occurrence of an Event of Default, enforcement of any rights and remedies of the Agents Agent and Lenders under this Agreement and the Credit Facilityother Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the LoansCredit Facility, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Lender in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents Lender; PROVIDED, HOWEVER, that the fees of counsel to Lender (excluding the out-of-pocket disbursements of such counsel) in connection with the right initial preparation, execution and delivery of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)this Agreement shall not exceed $5,000, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders Lender relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Lender; PROVIDED, HOWEVER, that unless there then exists a Default or Event of Default hereunder (in which case Borrower's obligation hereunder shall not be subject to any limit), Borrower' obligation to reimburse the Lender for any audit of Borrower by Lender shall be limited $2,000 per audit; and (iii) the administration and enforcement of any rights and remedies of the Agents Lender under this Agreement and Lenders the Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the Credit Facilityreasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents and LendersLender, and their respective parentsits parent, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or the Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys' and consultant's consultants' fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Pledgor agrees that he will forthwith upon demand pay to Lender: (a) The amount of any taxes which Lender may have been required to pay by reason of holding the Collateral or to free any of the Collateral from any lien, encumbrance or adverse claim thereon. (b) The amount of any and all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and deliveredexpenses, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and the reasonable fees and disbursements of a single counsel for and of any brokers, investment brokers, appraisers or other experts, that Lender may incur in connection with (i) the Agents (with administration or enforcement of this Agreement, including such expenses as are incurred to preserve the right value of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Collateral and the validity, perfection, rank and value of Lender’s security interest therein; (ii) the preparationcollection, execution and delivery sale or other disposition of any waiverof the Collateral, amendment or consent (iii) the exercise by Lender of any of the Agents or the Lenders relating to rights under this Agreement or in pursuit of any other Loan Documentnon-judicial remedy hereunder including the sale of the Collateral. Any such amount not paid on demand shall bear interest at a rate per annum to equal that charged under the Note or Notes guaranteed by the Guaranty. (c) Pledgor shall indemnify and hold Lender and its directors, officers, employees, agents and attorneys harmless against and from any liability, cost or expense, including without limitation the reasonable fees and disbursements of a single counsel for their legal counsel, incurred by any of them under the Agents and (iii) the administration and enforcement of laws applicable to holding or selling any rights and remedies of the Agents and Lenders under the Credit FacilityCollateral, and (b) defendexcept for liability, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation cost or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, expense arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence recklessness or willful misconduct of the party seeking indemnification therefor indemnified parties. (d) At is option, Lender may pay and discharge taxes, liens, security interests or other encumbrances on the breach Collateral. Pledgor agrees to reimburse Lender for any payment made or any expense incurred (including reasonable attorney’s fees) by Lender pursuant to the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12foregoing authorization.

Expenses; Indemnity. (1) The Borrower will (a) Company hereby agrees to pay on demand all reasonable out-of-pocket expenses incurred by the Participants or any holder of the Agents any Security issued hereunder in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery enforcement of any waiverrights hereunder, amendment or consent by the Agents or the Lenders relating with respect to this Agreement or any other Loan DocumentSecurity, including without limitation reasonable attorneys' fees and disbursements costs, whether or not such attorneys are the Participant's employees, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges incurred by the Participants in connection with the exercise, enforcement or preservation of a single counsel for rights under this Agreement against the Agents and (iii) Company or the administration thereof (including engineering, appraiser, environmental consulting and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facilityinvestment banking charges). (2) The Company hereby further agrees to indemnify, and (b) defend, indemnify exonerate and hold free and harmless the Agents Participants and Lendersthe Participants' stockholders, officers, directors, employees and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), agents from and against any and all actions, causes of action, suits, losses, penalties, fines, liabilities, settlementsdamages and expenses (including, damageswithout limitation, costs reasonable attorneys' fees and expensesdisbursements), suffered incurred in any capacity by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing indemnitees as a result of or relating to the execution, delivery, performance or enforcement of this Agreement (including, without limitation, any failure by the Company to comply with any of its covenants hereunder), or any instrument contemplated hereby or thereby, except, in each such case, for any such liabilities arising from the any indemnitee's breach of this Agreement, gross negligence or willful misconduct misconduct. (3) The Company hereby indemnifies the Participants against and agrees that it will hold the Participants harmless from any claim, demand or liability for any broker's, finder's or placement fees or lender's incentive fees alleged to have been incurred by it in connection with the transactions contemplated by this Agreement. (4) Except to the extent otherwise expressly provided herein, the Company shall pay on demand interest at a rate per annum equal to the lesser of the party seeking indemnification therefor maximum rate of interest permitted by law or 18% (in each case, compounded monthly) on all overdue amounts payable under this Agreement until such amounts shall be paid in full. (5) The obligations of the breach by Company under this Section 11 shall survive payment or transfer of the Agents or Securities and the Lenders termination of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.

Expenses; Indemnity. The Borrower Borrowers on a joint and several ------------------- basis will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable ------------------- out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Each party to this Agreement agrees to pay all its own fees and expenses in connection with the Loan Documents and any amendment, modification or waiver of the terms thereof; provided, however, that the Borrower will agrees to (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent and the Arranger in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single one counsel for representing the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) where applicable, the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent, the Arranger or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for representing the Agents Administrative Agent and the Lenders, and (iiib) pay all reasonable out-of-pocket expenses of the administration Administrative Agent, the Arranger and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent, the Arranger and the Lenders under the Credit FacilityFacilities, including, to the extent reasonable under the circumstances, consulting with accountants, attorneys and (b) defendother Persons concerning the nature, indemnify scope or value of any right or remedy of the Administrative Agent, the Arranger or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and hold harmless disbursements of such Persons. The Borrower hereby indemnifies, exonerates and holds the Agents Administrative Agent, the Arranger and the Lenders, and each of their respective parents, Subsidiaries, Affiliates, employeesofficers, agentsdirectors, officers employees and directors agents (collectively, the each an "indemniteesIndemnitee"), ) free and harmless from and against any and all losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, suffered without limitation, reasonable attorneys' fees and disbursements, reasonable consultants' fees and settlement costs) (collectively, the "Indemnified Liabilities") incurred by any such indemnitee Indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not the Administrative Agent, the Arranger or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the AgreementCredit Facilities, the Loans, the Letters of Credit, this Agreement or any other Loan Document or as a result of the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that breach of any of the foregoing result from Credit Parties' obligations hereunder, except for any such Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee's gross negligence or willful misconduct as determined by a final and nonappealable decision of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action Indemnified Liabilities which is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations permissible under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12applicable law.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.reasonable

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents, (b) pay all reasonable out-of-pocket expenses of the Agents and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agents or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expensesexpenses (including, without limitation, reasonable attorney's and consultant's fees), suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document or any documents, reports or other information provided to any Agents or any Lender or contemplated by or referred to herein or therein or the Loans, including without limitation reasonable attorney's and consultant's feestransactions contemplated hereby or thereby, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) The Company hereby agrees to pay all on demand up to $50,000 of the reasonable out-of-pocket expenses incurred by the Purchaser on or prior to the Initial Closing Date in connection with the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of the Agents Purchaser’s legal counsel, which amount may be set-off against any amount owed by the Purchaser to the Company (including, without limitation, the Aggregate Purchase Price). (b) The Company hereby agrees to indemnify and hold the Purchaser and its affiliates and their respective shareholders, officers, directors, employees and agents, and their successors and assigns, harmless from and against any and all actions, causes of action, suits, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), incurred by any of the indemnitees as a result of or relating to the inaccuracy of any of the representations and warranties made by the Company in connection with: Section 2 hereof in any material respect or any failure by the Company to comply in any material respect with any of its covenants hereunder. For purposes of this Section 7(b), (i) the preparationrepresentations and warranties made by the Company in Section 2 hereof shall expire on the later of the two (2) year anniversary of the Initial Closing Date, execution the Second Closing Date, the Third Closing Date or the Fourth Closing Date, except that the representations and delivery of this Agreement warranties made by the Company in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.10 and each other Loan Document2.12 shall survive indefinitely, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), (ii) the preparation, execution and delivery of any waiver, amendment or consent covenants made by the Agents Company in Section 4 of this Agreement shall expire upon on the later of the two (2) year anniversary of the Initial Closing Date, the Second Closing Date, the Third Closing Date or the Lenders relating Fourth Closing Date, except that the covenants made by the Company in Sections 4.1 and 4.2 shall survive for so long as Purchased Shares are held by the Purchaser or its successors. (c) The Company hereby agrees to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents Purchaser and Lendersits affiliates and their respective shareholders, officers, directors, employees and agents, and their successors and assigns, harmless from any claim, demand or liability for any broker’s, finder’s or placement fees or lender’s incentive fees alleged to have been incurred by the Company in connection with the transactions contemplated by this Agreement. (d) Any payments made by the Company pursuant to Section 7(b) and 7(c) shall be paid in immediately available funds in an amount equal to such claim as the Parties determine by mutual agreement, or in the event that the Parties cannot reach such agreement, then as determined by the final, non-appealable decision of a court of competent jurisdiction; provided, however, that the Company may, at the Purchaser’s option, pay to the Purchaser, in satisfaction of such claim, a number of shares of Common Stock equal to the quotient of (i) the amount of such claim divided by (ii) 0.24. Notwithstanding the foregoing, any payments made by the Company pursuant to this Section 7(d) shall, in the aggregate, not exceed the Aggregate Purchase Price. (e) The Purchaser hereby agrees to indemnify and hold the Company and its respective parentsshareholders, Subsidiariesofficers, Affiliatesdirectors, employees, employees and agents, officers and directors (collectivelytheir successors and assigns, the "indemnitees"), harmless from and against any and all actions, causes of action, suits, losses, penalties, fines, liabilities, settlementsdamages and expenses (including, damageswithout limitation, costs reasonable attorneys’ fees and expensesdisbursements), suffered incurred in any capacity by any such indemnitee of the indemnitees (i) as a result of or relating to the inaccuracy of any of the representations and warranties made by the Purchaser pursuant to Section 3 hereof in any material respect or any failure by the Purchaser to comply in any material respect with any of its covenants hereunder and (ii) for any broker’s, finder’s or placement fees or lender’s incentive fees alleged to have been incurred by the Purchaser in connection with any claimthe transactions contemplated by this Agreement. For purposes of this Section 7(e), investigationthe representations and warranties made by the Purchaser in Section 3 hereof shall expire on the later of the two (2) year anniversary of the Initial Closing Date, litigation the Second Closing Date, the Third Closing Date or other proceeding the Fourth Closing Date, except that the representations and warranties made by the Purchaser in Sections 3.1 and 3.2 shall survive indefinitely. (whether or not any Agent or Lender is a party theretof) The obligations of the Company and the prosecution and defense thereof, arising out Purchaser under this Section 7 shall survive redemption or retirement of the Agreement, any other Loan Document or Purchased Shares and the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders termination of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with Agent and counsel for the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Lenders, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent and counsel for the Lenders, and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's attorneys’ and consultant's consultants’ fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and 77 hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Administrative Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding proceeding, including without limitation, claims by a third Person with respect to the provision of the financing contemplated hereby (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents arises solely in connection with any claim or dispute among the Lenders of this Agreement. If any claimregarding their respective rights, demand, action duties or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and performance hereunder so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain dispute does not involve any action or inaction on the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights part of the Agents and Lenders hereunder and in defending against Borrower or any claim, demand, action or cause of action covered by this Section 12its Subsidiaries.

Expenses; Indemnity. The Borrower Borrowers will (a) pay reasonably incurred all reasonable out-of-pocket expenses of the Agents Agent and the Lenders in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agent, (b) pay all reasonable out-of-pocket expenses of the Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Agent and the Lenders under the Credit FacilityLoan, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the LoansLoan, including without limitation reasonable attorney's ’s and consultant's ’s fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent actually incurred in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-of- ------------------- pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless each of the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the applicable Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Administrative Agent, (b) pay all reasonable out-of-pocket expenses of the Administrative Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Administrative Agent and Lenders under the Credit Working Capital Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansLoans or the transactions contemplated hereby, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Each Assignor agrees that it will (a) upon demand ------------------- pay to the Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agents Agent may reasonably incur in connection with: with (i) the preparationcustody or preservation of, execution and delivery or the sale of, collection from, or other realization upon, any of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special Assigned Collateral hereunder or local counsel as the Agents reasonably deem necessary), (ii) the preparationfailure by any of the Assignors to perform or observe any of the provisions hereof. Without limitation of Section 13.9 of the Credit Agreement, execution the Assignors jointly and delivery severally agree ------------ to indemnify and hold harmless the Agent from and against any and all claims and demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, growing out of or resulting from this Assignment or the exercise by the Agent of any waiver, amendment right or consent by remedy granted to it hereunder or under the Agents or the Lenders relating to this Credit Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and (iii) the administration and enforcement of any rights and remedies of the Agents and Lenders under the Credit Facility, and (b) defend, indemnify and hold harmless the Agents and Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees"), from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by other than any such indemnitee in connection with any claim, investigationdemand, litigation loss, judgment or other proceeding (whether liability directly or not any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of the Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result primarily resulting from the gross negligence or willful misconduct of the party seeking indemnification therefor or Agent. In no event shall the breach Agent be liable, including any event caused by the Agents Agent's own negligence, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Assignment other than to account for moneys actually received by it hereunder and to preserve, in accordance with the Lenders of this Agreementstandards set forth herein, the Assigned Collateral delivered to it. If and to the extent that the obligations of any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations Assignors under this Section 12.2 unless such failure materially prejudices 12 ---------- are unenforceable for any reason, each Assignor hereby agrees to make the Borrower's right maximum contribution to participate in the contest payment and satisfaction of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for obligations which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12is permissible under applicable law.

Expenses; Indemnity. The Borrower Credit Parties will (a) pay all reasonable out-of-pocket expenses of the Agents Agent in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including including, without limitation limitation, all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agent, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Agent or the Lenders relating to this Agreement or any other Loan Document, including including, without limitation limitation, reasonable fees and disbursements of a single counsel for the Agents Agent and (iii) the administration and enforcement of any rights and remedies of the Agents Agent and Lenders under the Credit Facility, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (b) defend, indemnify and hold harmless the Agents Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the Loans, including including, without limitation limitation, reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower will (a) pay all reasonable out-of-pocket expenses of the Agents Administrative Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all the reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Administrative Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Administrative Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents and Administrative Agent, (iiib) pay all reasonable out-of-pocket expenses of the Administrative Agent actually incurred in connection with the administration of the Credit Facility, (c) pay all reasonable out-of-pocket expenses of the Administrative Agent and each Lender actually incurred in connection with the enforcement of any rights and remedies of the Agents Administrative Agent and the Lenders under the Credit Facility, including to the extent reasonable under the circumstances consulting with accountants, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Administrative Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bd) defend, indemnify and hold harmless the Agents Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agentsAdministrative Agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the 51 <PAGE> 52Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Revolving Credit Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12indemnified party.

Expenses; Indemnity. The Borrower Company will (a) pay all reasonable out-of-pocket ------------------- expenses of the Agents Syndication Agent in connection with: with (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-out- of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary), Syndication Agent and (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents Syndication Agent or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Syndication Agent, (b) pay all reasonable out-of-pocket expenses of the Syndication Agent and (iii) each Lender actually incurred in connection with the administration and enforcement of any rights and remedies of the Agents Syndication Agent and Lenders under the Credit FacilityFacilities, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Syndication Agent or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons, and (bc) defend, indemnify and hold harmless the Agents Syndication Agent, the Documentation Agent, the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not any the Syndication Agent, the Documentation Agent, the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of the or in any way connected with this Agreement, any other Loan Document or the Loans, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.

Expenses; Indemnity. The Borrower Borrowers will (a) pay all reasonable out-of-pocket expenses of the Agents in connection with: (i) the preparation, execution and delivery of this Agreement and each other Loan Document, whenever the same shall be executed and delivered, including without limitation all reasonable out-of-pocket syndication and due diligence expenses and reasonable fees and disbursements of a single counsel for the Agents (with the right of such counsel to engage such special or local counsel as the Agents reasonably deem necessary)Agents, (ii) the preparation, execution and delivery of any waiver, amendment or consent by the Agents or the Lenders relating to this Agreement or any other Loan Document, including without limitation reasonable fees and disbursements of a single counsel for the Agents Agents, and (iii) after the administration and occurrence of an Event of Default, enforcement of any rights and remedies of the Agents and Lenders under this Agreement and the Credit Facilityother Loan Documents, including consulting with appraisers, accountants, engineers, attorneys and other Persons concerning the nature, scope or value of any right or remedy of the Agents or any Lender hereunder or under any other Loan Document or any factual matters in connection therewith, which expenses shall include without limitation the reasonable fees and disbursements of such Persons; and (b) defend, indemnify and hold harmless the Agents and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors (collectively, the "indemnitees")directors, from and against any losses, penalties, fines, liabilities, settlements, damages, costs and expenses, suffered by any such indemnitee Person in connection with any claim, investigation, litigation or other proceeding (whether or not the Agents or any Agent or Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Agreement, any other Loan Document or the LoansCredit Facility, including without limitation reasonable attorney's and consultant's fees, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor or the breach by the Agents or the Lenders of this Agreement. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify the Borrower, but the failure to so promptly notify the Borrower shall not affect the Borrower's obligations under this Section 12.2 unless such failure materially prejudices the Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by the Borrower in writing, and so long as no Default or Event of Default shall have occurred and be continuing, such indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit the Borrower to participate in such contest. Any indemnitee that proposes to settle or compromise any claim or proceeding for which the Borrower may be liable for payment of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower's concurrence thereto. The Agents are authorized at the Borrower's cost and expense to employ one counsel in enforcing the rights of the Agents and Lenders hereunder and in defending against any claim, demand, action or cause of action covered by this Section 12therefor.