Common use of Expenses, Stamp Tax Indemnity Clause in Contracts

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses incurred by the Purchaser and each other holder of the Note (including reasonable fees and disbursements of the Purchaser and its counsel) in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, hereby and all such reasonable similar expenses of any holder of Notes relating to any amendment, waivers or consents requested or entered into pursuant to the provisions hereof, hereof or relating to any work-out or restructuring relating to the Company (including, without limitation, the reasonable fees and expenses of any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance financial consultant engaged by the Company of its obligations under this Agreement and the Notessuch holders in connection therewith). The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNote, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are the Note is then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement as a result of any action by the Company. Without limiting the foregoing, the Company agrees to obtain and pay for a private placement number for the Note and authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. The Company agrees to pay all expenses in connection with the issuance, sale and delivery to you of the Notes, including the cost of shipping the same to you at your home office or such other place as you may specify. Whether or not the transactions purchase herein contemplated shall be consummated, the Company agrees to pay directly reimburse you for all of your out-of-pocket expenses, including, but not limited to, the Purchasers' reasonable charges and disbursements of Xxxxxxx and Xxxxxx, your special counsel in connection with the transaction contemplated by this Agreement and all of your out-of-pocket expenses in connection with the preparation, execution and delivery relating to any proposed or actual amendments of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof or thereof, including, without limitation, any proposed or actual amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay to indemnify and save each Purchaser hold you harmless against from any and all liability with respect to on account of stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company further agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's Corporation for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges professional fees and disbursements separately charged items of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents requested by the Company pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents requested by the Company resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the NotesNotes (including, without limitation, the reasonable fees and expenses of any investment banker or financial consultant engaged by the holders of the Notes in connection with any work-out, restructuring or reorganization). The Company also agrees that subject to Section 9.3 it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any brokerage fees and commissions of any Person retained by you except as otherwise provided herein) in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Constituent Companies agree to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Constituent Companies of its their obligations under this Agreement and the Notes. The Company also agrees Constituent Companies further agree that it they will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees Constituent Companies agree to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company NHLP agrees to pay directly all of expenses relating to the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery subject matter of this Agreement and the transactions contemplated herebyIndenture, including but not limited to to: (a) the cost of reproducing this Indenture, the Note Purchase Agreements, the Notes, the Guaranty Agreement, the Mortgages, the Note -109- 110 and Mortgage Assignments, all other Operative Agreements and all other documents required or contemplated hereunder; (b) the reasonable charges fees and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Note Purchasers (including but not limited to reasonable fees and disbursements in connection with disbursements from the Disbursement Fund after the Closing Date) and Keck, Xxxxx & Xate, counsel to the Issuer; (c) the reasonable out-of-pocket expenses of the Note Purchasers; (d) the cost of delivering to the home office of the Note Purchasers, duplicating insured to your satisfaction, the Notes purchased by you on the Closing Date; (e) all initial and printing ongoing fees, costs and charges for shipping other expenses (including but not limited to reasonable attorney's fees) of the NotesIndenture Trustee and the Florida Co-Indenture Trustee hereunder and under the Construction Consultant Agreements, adequately insured including fees and expenses incurred in connection with the enforcement of the obligations of the Issuer, NHLP and National hereunder; (f) all recording, filing fees and stamp taxes in connection with the recordation or filing and rerecordation or refiling of this Indenture, the Mortgages, the Note and Mortgage Assignments, the Management Agreements and any related documents and other notices thereof; (g) all expenses (including but not limited to reasonable attorney's fees, which shall include but not be limited to the allocable costs and expenses incurred by in-house counsel to each Purchaser's home office of the Note Purchasers) in connection with any amendments, waivers or at such other place as such Purchaser may designate, consents requested by any party in connection with any of the Operative Agreements (whether or not the same are actually executed and delivered); and (h) the cost of obtaining a Private Placement Number private placement number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company . The obligations of its obligations NHLP under this Agreement ss14.9 shall survive the payment or prepayment of the Notes and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery termination of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementIndenture.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, enterxxx xxxx of xxis Agreement and the consummation of duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcost, and so long as Purchaser holds any of the Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to obtaining so-called "private placement numbers" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by such Purchaser. Each Purchaser hereby represents to the Company that no broker or finder was employed or retained by it in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company Issuer agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any such amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Issuer of its obligations under this Agreement and the Notes. The Company Issuer also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Issuer further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company Issuer agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Issuer agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-of- Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You represent that you have not engaged any broker or finder in connection with the negotiation, execution or delivery of this Agreement.

Expenses, Stamp Tax Indemnity. Whether or (a) If the Closing does not the transactions herein contemplated shall be consummatedoccur, the Company agrees to Borrower shall promptly pay directly all of the Purchasers' Lender's reasonable fees and other expenses (including out-of-pocket expenses costs and travel expenses) in connection with the consideration, preparation, negotiation, execution or delivery of this Agreement or of any amendments, waivers or consents pursuant to the provisions hereof, including but not limited to the documented fees and disbursements of Lane & Xxxxxxxxxx LLP, counsel to the Lender. (b) If the Closing does occur, the Borrower shall promptly pay all of the Lender's reasonable fees and other expenses (including out-of-pocket costs and reasonable travel expenses) in connection with the consideration, preparation, negotiation, execution or delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges documented fees and disbursements of Chapxxx xxx CutlxxLane & Xxxxxxxxxx LLP, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationLender, and all such reasonable expenses of the Lender relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Borrower of its obligations under this Agreement and the Notes. . (c) The Company Borrower also agrees that it will pay and save each Purchaser hold the Lender harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNote, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are the Note is then outstanding. , provided that the Lender shall remain liable for any income tax in respect of the Note. (d) The Company Borrower agrees to protect and indemnify each Purchaser the Lenders against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement to the extent such fees or commissions are being claimed through the Borrower. (e) Without limiting the generality of the foregoing, it is agreed and understood that the Borrower will, upon presentation of a writing evidencing such amounts in reasonable detail, pay at the Closing (if it shall occur) and upon receipt of any statement therefor, all of the foregoing reasonable expenses arising in connection with or relating to this Agreement. The obligations of the Borrower under this Section 10.3 shall survive the termination of this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company Parent agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxDebevoise & Plimpton, xxecial special counsel to the Purchasers, duplicating and printing costs and xxxxx xnd charges for shipping the Subordinated Term Loan D Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Parent of its obligations under this Agreement and the Subordinated Term Loan D Notes. The Company Parent also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Subordinated Term Loan D Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Subordinated Term Loan D Notes are then outstanding. The Company Parent agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions ------------------------------------------- herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company also will pay the reasonable fees, expenses and disbursements of an investment bank or other firm acting as financial adviser to the Holders of the Notes following the occurrence and during the continuance of a Default or an Event of Default or in connection with any such amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. BEI Technologies, Inc. Assumption Agreement The obligations of the Company under this (S)9.4 shall survive the transfer of any Note or portion thereof or interest therein by any Holder and the payment of any Note.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofof the Transaction Documents, including, without limitation, any amendments, waivers, or consents resulting from any work-outworkout, renegotiation or restructuring relating to the performance by the Company of its obligations under the Transaction Documents, and all other costs and expenses incidental to the performance of the Company's obligations under the Transaction Documents that are not otherwise specifically provided for in this Agreement and the NotesSECTION 10.4. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesTransaction Documents, (other than as specified in the last sentence of SECTION 9.210.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by the Transaction Documents. The parties hereto agree that, except as otherwise provided herein, each of the Purchaser and the Company will pay its own costs and expenses incurred in connection with the preparation, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including, without limitation, the fees of its counsel; provided that if the transactions contemplated by this AgreementAgreement are not consummated due to the failure of the Company to fulfill any of the conditions set forth in SECTION 4.1, the Company shall pay all of the Purchaser's reasonable out-of-pocket expenses (not to exceed $100,000) in connection with the preparation, execution and delivery of the Transaction Documents, including but not limited to the reasonable fees and disbursements of Davix Xxxx & Xardxxxx, xxecial counsel to the Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured insured, to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You represent that you have not engaged any broker or finder in connection with the negotiation, execution or delivery of this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' Purchaser’s reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's ’s home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last penultimate sentence of SECTION §9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of the Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses incurred by the Purchasers and each other holder of a Note in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial counsel to the Purchasers’ special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Company agrees to pay the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $4,000.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last penultimate sentence of SECTION §9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of a Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees to pay, within ten Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number. .c2.'Section 9.5.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ and the Additional Purchasers’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement (including any Supplement) and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s and/or each Additional Purchaser’s home office or at such other place as such Purchaser and/or such Additional Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement (including any Supplement) and the Notes. The Company also agrees that it will pay and save each Purchaser and each Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement (including any Supplement) or the Notes, (other than as specified in the last penultimate sentence of SECTION 9.2§10.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser and each Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement (including any Supplement) other than any Person retained by or acting on behalf of a Purchaser or an Additional Purchaser, as applicable.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxecial counsel to the PurchasersPLC, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place counsel and (b) so long as such Purchaser may designateeither Puxxxxxxx holxx any of the Debentures, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and Agreement, the NotesDebentures, the Warrants or the Additional Warrants. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, the Debentures the Warrants or the NotesAdditional Warrants, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxecial special counsel to the Purchasers, duplicating and printing costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementSS.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses of Prudential and the Purchasers in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxx Xxxxxx LLP, xxecial special counsel to Prudential and the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's the Purchaser at their home office offices or at such other place as such any Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting §4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxx Xxxxxx LLP for disbursements unposted or not incurred as of a Closing Date. The Company also further agrees that it will pay and save Prudential and each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify Prudential and each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor’s CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of its and the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement and each of the other Note Documents and the transactions contemplated or permitted hereby and thereby, including the reasonable fees, disbursements and other charges of Purchasers' special counsel, and all duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's home office or at such other place as such Purchaser may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited the fees and expenses of its counsel and of Everen Securities, Inc. (if any). The Company also agrees to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and pay all such reasonable expenses relating to the performance of any amendmenttransactions contemplated or permitted hereby, any filing or recording fees or taxes, all expenses of the Purchasers in connection with any Default or Event of Default or any alleged Default or Event of Default hereunder or in connection with any action for the enforcement or collection of the Notes or this Agreement or any other Note Document and all expenses associated with any amendments, waivers or consents pursuant to the provisions hereofhereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, including any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under the Obligations. The Company also agrees to pay all expenses relating to any claim or action threatened, made or brought against any of the Purchasers arising out of or relating to any extent to this Agreement and Agreement, the Notes, or the other Note Documents or the transactions contemplated hereby or thereby. The Company also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with a Recognized Rating Agency and Duff & Phelxx xx provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the Notes-39- 44 Notes or any other Note Documents, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Without limiting the foregoing, the Company agrees to protect pay the cost of obtaining a private placement number for the Notes and indemnify authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number. (b) In consideration of the execution and delivery of this Agreement by each Purchaser, the Company hereby indemnifies, exonerates and holds each Purchaser and each of its respective affiliates, shareholders, officers, directors, employees, attorneys and agents (collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any liability and all actions, causes of action, suits, losses, costs, claims, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to: (i) any and all brokerage fees and commissions payable or claimed to be payable by the Company to any Person in connection with the transactions contemplated by this AgreementAgreement or any of the other Note Documents; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds from the sale of the Notes; (iii) the execution, delivery and performance of this Agreement and any other Note Document by any of the Indemnified Parties; or (iv) any Purchaser's Environmental Liability; except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of such Indemnified Party's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This indemnity shall survive repayment or transfer of the Notes, the release of any collateral, or a transfer of the Company's property by foreclosure or by a deed in lieu of foreclosure, regardless of whether caused by, or within the control of, the Company or any Subsidiary of the Company. The Company, its successors and assigns, hereby waive, release and agree not to make any claim or bring any cost recovery action against any Indemnified Party under CERCLA or any state equivalent, or any other similar law now existing or hereafter enacted. It is expressly understood and agreed that the Company's obligation to any Indemnified Party under this indemnity shall be without regard to fault on the part of the Company with respect to the violation or condition which results in liability of any Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to obtaining a "private placement number" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by the Purchaser. The Purchaser hereby represents to the Company that no broker or finder was employed or retained by it in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the -39- 44 Allied Holdings, Inc. Note Agreement Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, costs incurred in obtaining a Private Placement Number, from Standard and Poor's, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Without limiting the provisions of the last sentence of Section 9.2, the Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable playable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, whether or not any such amendment, waiver or consent shall become effective, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNotes on the Closing Date, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by any Person other than you in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbers.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and Allied Capital Corporation Note Agreement commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.last

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement Amendment and Restatement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, designate and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and Petroleum Heat and Power Co., Inc. Sixth Amendment and Restatement other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Amendment and Restatement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by the Original Note Agreement or this AgreementAmendment and Restatement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' Purchaser's reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Purchaser represents that no placement agent, broker or finder has been retained or engaged by the Purchaser in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses not to exceed $60,000 in the aggregate, in connection with (a) the preparation, execution and delivery entering into of this Agreement and the Debenture Purchase Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation' counsel, and (b) so long as Purchaser holds any of the Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation renegotiation, restructuring or restructuring insolvency proceeding relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company agrees that it will pay any supplemental charges and disbursements of Xxxxxxx and Xxxxxx no later than five Business Days from the date of presentation of an invoice therefor subsequent to the Closing Date. Without limiting the foregoing, the Company also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. . No delay or failure on the part of any Holder in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the exercise of any other power or right, and the rights and remedies of each Holder are cumulative to, and are not exclusive of, any rights or remedies any such Holder would otherwise have.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Notes, the Warrants, the Stock Purchase Agreement, the Stockholders Agreement, the Strip Equity and the Registration Rights Agreement and the transactions contemplated herebyhereby and thereby, including but not limited to expenses incurred in connection with subsequent Stock Closings under the reasonable Stock Purchase Agreement, the charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, the Strip Equity and Warrants, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes, the Warrants, the Stock Purchase Agreement, the Stockholders Agreement, the Strip Equity and the NotesRegistration Rights Agreement. The Company also agrees to pay, within 15 days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or Agreement, the Notes, (other than as specified in the last sentence of SECTION 9.2) Warrants, the Stockholders Agreement, the Strip Equity or the Registration Rights Agreement, whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement (other than those incurred by a holder). Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement numbers for the Notes, the Warrants, the Preferred Stock of the Company and the Common Stock of the Company and authorize the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbers.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company agrees to XXXXXXXXXX shall pay directly all of the Purchasersits and XXXXXXXXXX' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges of XXXXXXXXXX' special counsel, Sonnenschein, Nath & Rosexxxxx, XXXXXXXXXX own counsel, any special local counsel, and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, all duplicating and printing costs. XXXXXXXXXX shall provide a sum at closing to pay all annual fees of the Agent pursuant to the Agency Agreement. Such sum shall be deposited pursuant to the Agency Fee Deposit Agreement attached hereto as Exhibit 9.4. Company shall pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the fees and expenses of Dickinson, Wright, Moon, Van Dusen & Freexxx. Xhe Company shall also pay all expenses relating to the performance of any transactions contemplated or permitted hereby, any title insurance premiums, filings, recordings, search fees, survey costs and charges fees of environmental consultants or other persons employed by or with the consent of the Company who performed environmental work on any of the Mortgaged Estates or any action for shipping the enforcement or collection of the Notes, adequately insured to each Purchaser's home office any of the Mortgages or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, this Agreement and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof or of the Notes, any of the mortgages or the other Note Documents (whether or not the same are actually executed and delivered), including, without limitation, the fees, expenses and disbursements of the holders of the Notes and of legal counsel to the holders of the Notes (i) following the occurrence of and during the continuance of a Default or an Event of Default or (ii) incurred in connection with any amendments, waiverswaivers or consents, or consents resulting from any work-out, renegotiation restructuring or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.similar proceedings

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated herebyhereby (including all expenses relating to any exchange of the Notes for First Mortgage Bonds as contemplated by ss.5.14 hereof), including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement Agreement, a Supplement and the Notes. The Company also agrees that it will pay and save each Purchaser and Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, a Supplement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser and Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions original issuance of the Notes as contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Obligors agree to pay directly all of the Purchasers' reasonable Purchaser’s out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Security Agreement and the Mortgages and the transactions contemplated hereby, including but not limited to all filing and recording fees, all Security Trustee’s fees, all fees relative to appraisals, the reasonable charges fees and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any consents, work-out, renegotiation or restructuring relating pursuant to the performance provisions hereof, including without limitation, all legal fees and the reasonable fees and expenses of any one investment banker or financial advisor engaged by and representing the Company holders of its obligations under this Agreement and the Notes. The Company Obligors also agrees agree that it they will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, the Security Agreement, the Mortgages or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoutstanding and liability with respect to obtaining a so-called “private placement number”. The Company agrees Obligors agree to protect and indemnify each Purchaser the Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by or on behalf of the Obligors in connection with the transactions contemplated by this AgreementAgreement and the Security Agreement and the Mortgages.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, any cost or expense incurred in obtaining the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationreferred to in ss.4.4 hereof, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to each of the Closing Dates. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of each of the Closing Dates. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, enterxxx xxxx of xxis Agreement and the consummation of duplicating and printing costs cost and charges for shipping the NotesDebentures, adequately insured to each Purchaser at Purchaser's home office or at such other place as such Purchaser may designate, and so long as Purchaser hold any of the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationDebentures, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesDebentures. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses incurred by the Purchaser and each other holder of the Note (including reasonable fees and disbursements of the Purchaser and its counsel) in connection with the preparation, negotiation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, hereby and all such reasonable similar expenses of any holder of Notes relating to any amendment, waivers or consents requested or entered into pursuant to the provisions hereof, hereof or relating to any work-out or restructuring relating to the Company (including, without limitation, the reasonable fees and expenses of any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance financial consultant engaged by the Company of its obligations under this Agreement and the Notessuch holders in connection therewith). The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNote, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are the Note is then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement as a result of any action by the Company. Without limiting the foregoing, the Company agrees to obtain and pay for a private placement number for the Note and authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement, the Preferred Stock Purchase Agreement, and the Senior Secured Loan Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxecial counsel to the PurchasersPLC, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (b) so long as Purchaser holds any of the Debentures, all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesDebentures. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement, the 1998 Debenture Purchase Agreement, and the Tandem Loan Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (b) so long as Purchaser holds any of the Series B Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Series B Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Series B Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-of- pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated herebyhereby (including all expenses relating to any exchange of the Notes for First Mortgage Bonds as contemplated by section 5.14 hereof), including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions original issuance of the Notes as contemplated by this Agreement. . No delay or failure on the part of any Holder in the exercise of any power or right shall operate as a waiver thereof; nor shall any single or partial exercise of the same preclude any other or further exercise thereof, or the exercise of any other power or right, and the rights and remedies of each Holder are cumulative to, and are not exclusive of, any rights or remedies any such Holder would otherwise have.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Obligors, jointly and severally, agree to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses (including the fees and expenses of any investment banker or financial consultant) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Issuer of its obligations under this Agreement and the NotesNotes or of the Company of its obligations under this Agreement, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)). The Company Obligors, jointly and severally, also agrees agree that it they will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or Agreement, the Notes, the Guaranty Agreement (other than as specified in Company) and the last sentence of SECTION 9.2) Guaranty Agreement (IPG (US)), whether or not any Notes are then outstanding. The Company agrees Obligors, jointly and severally, agree to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement (other than those expressly retained by you).

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxecial special counsel to the Purchasers, duplicating and printing costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of its and the Purchasers' out-of-pocket expenses in connection with the preparation, execution and delivery, administration, interpretation and enforcement of this Agreement and each of the other Note Documents and the transactions contemplated or permitted hereby and thereby, including the reasonable fees, disbursements and other charges of Purchasers' special counsel, and all duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's home office or at such other place as such Purchaser may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited the fees and expenses of its counsel and of Everen Securities, Inc. (if any). The Company also agrees to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and pay all such reasonable expenses relating to the performance of any amendmenttransactions contemplated or permitted hereby, any filing or recording fees or taxes, all expenses of the Purchasers in connection with any Default or Event of Default or any alleged Default or Event of Default hereunder or in connection with any action for the enforcement or collection of the Notes or this Agreement or any other Note Document and all expenses associated with any amendments, waivers or consents pursuant to the provisions hereofhereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, including any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under the Obligations. The Company also agrees to pay all expenses relating to any claim or action threatened, made or brought against any of the Purchasers arising out of or relating to any extent to this Agreement and Agreement, the Notes, or the other Note Documents or the transactions contemplated hereby or thereby. The Company also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with a Recognized Rating Agency and Duff & Phelxx xx provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Without limiting the foregoing, the Company agrees to protect pay the cost of obtaining a private placement number for the Notes and indemnify authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number. (b) In consideration of the execution and delivery of this Agreement by each Purchaser, the Company hereby indemnifies, exonerates and holds each Purchaser and each of its respective affiliates, shareholders, officers, directors, employees, attorneys and agents (collectively, the "INDEMNIFIED PARTIES") free and harmless from and against any liability and all actions, causes of action, suits, losses, costs, claims, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to: (i) any and all brokerage fees and commissions payable or claimed to be payable by the Company to any Person in connection with the transactions contemplated by this AgreementAgreement or any of the other Note Documents; (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds from the sale of the Notes; (iii) the execution, delivery and performance of this Agreement and any other Note Document by any of the Indemnified Parties; or (iv) any Purchaser's Environmental Liability; except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of such Indemnified Party's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This indemnity shall survive repayment or transfer of the Notes, the release of any collateral, or a transfer of the Company's property by foreclosure or by a deed in lieu of foreclosure, regardless of whether caused by, or within the control of, the Company or any Subsidiary of the Company. The Company, its successors and assigns, hereby waive, release and agree not to make any claim or bring any cost recovery action against any Indemnified Party under CERCLA or any state equivalent, or any other similar law now existing or hereafter enacted. It is expressly understood and agreed that the Company's obligation to any Indemnified Party under this indemnity shall be without regard to fault on the part of the Company with respect to the violation or condition which results in liability of any Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Expenses, Stamp Tax Indemnity. (a) Whether or not the transactions herein contemplated shall be hereby are consummated, the Company agrees to will pay directly all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees of a single special counsel or local counsel (if reasonably required) for the Purchasers' Noteholders) actually incurred by each Noteholder in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement and the Senior Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (i) all reasonable and documented fees and out-of-pocket expenses in connection of a single special counsel to the Noteholders, and any local counsel retained by such special counsel (if reasonably required), associated with the preparation, execution execution, delivery and delivery administration of this Agreement the Financing Documents and the transactions contemplated herebyany amendments, including but not limited to the reasonable charges and disbursements modifications or waivers of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof or thereof, including, without limitation, the consideration and analysis of any proposed amendments, waiversmodifications or waivers (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented fees and out-of-pocket expenses of a financial advisor to special counsel, in connection with the review, analysis and consideration of any amendment, modification or consents resulting from waiver proposal or in connection with the evaluation of the financial, business and other information required to be provided by or with respect to the Company, (iii) the out-of-pocket costs and expenses, including attorneys’ fees, incurred in enforcing or defending any rights under this Agreement, the Senior Notes or any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Senior Notes or any other Financing Document or by reason of being a holder of any Senior Note, and (iv) the out-of-pocket costs and expenses, including attorneys’ and financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Consolidated Subsidiary or in connection with any work-out, renegotiation out or restructuring relating to of the performance transactions contemplated hereby and by the other Financing Documents. The Company will pay, and will save each Noteholder and each other holder of its obligations under this Agreement a Senior Note harmless from, actual costs and the expenses incurred in connection with all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by such Noteholder or holder of Senior Notes). The Company also agrees that it will pay and save each Purchaser Noteholder harmless against any and all liability with respect to stamp and other taxestaxes (other than income and franchise taxes of any Noteholder or the Collateral Agent), if any, which may be payable or which may be are reasonably determined to be payable in connection with the execution and delivery of this Agreement or and the Notes, Senior Notes (other than as specified in the third to last sentence of SECTION 9.2Section 15.2(a)) whether or not any Senior Notes are then outstanding. . (b) The Company agrees to protect defend, indemnify and indemnify hold harmless each Purchaser Noteholder and their respective affiliates and all of their respective directors, trustees, officers, attorneys, agents, employees, successors and assigns (each, an “Indemnified Person”) from and against any liability for any and all brokerage actual liabilities, obligations, losses, damages, penalties, actions, claims, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and commissions payable or claimed to be payable disbursements of counsel to any thereof) which are actually incurred by any Indemnified Person, in each case arising in any manner out of or in connection with or by, reason of this Agreement, the other Financing Documents or any undertakings reasonably taken in connection therewith, or the proposed or actual application of the proceeds of the Senior Notes (all of the foregoing collectively, the “Indemnified Liabilities”) and will reimburse each Indemnified Person within 10 days of receipt of an invoice with reasonable supporting documentation setting forth the actual out-of-pocket expenses (including reasonable counsel fees incurred by such Indemnified Person) in connection with investigating, preparing or defending any such action, claim or suit, whether or not in connection with pending or threatened litigation irrespective of whether such Indemnified Person is designated a party thereto; provided that the Company shall not have any liability hereunder to any Indemnified Person with respect to Indemnified Liabilities which are determined by a final and nonappealable judgment of a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Indemnified Person or from the failure of such Indemnified Person to perform its obligations hereunder. If for any reason the foregoing indemnification is unavailable to an Indemnified Person or insufficient to hold an Indemnified Person harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of any Indemnified Liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company and the holders, but also the relative fault of the Company and the holders, as well as any other relevant equitable considerations. The foregoing indemnity shall be in addition to any rights that any Indemnified Person may have at common law or otherwise, including, but not limited to, any right to contribution. (c) Without limiting the foregoing, the Company agrees to pay all reasonable fees of the Collateral Agent in connection with the preparation, execution and delivery of the Intercreditor Agreement and the Collateral Documents and the transactions contemplated thereby, including but not limited to reasonable attorneys’ fees and to pay to the Collateral Agent from time to time all reasonable fees, and documented out-of-pocket expenses and other amounts as shall be required to be paid by the Company to the Collateral Agent in accordance with the terms of the Intercreditor Agreement and the Collateral Documents. (d) The obligations of the Company under this Section 18.1 will survive the payment or transfer of any Senior Note, the enforcement, amendment or waiver of any provision of this Agreement, the Senior Notes or the other Financing Documents, and the termination of this Agreement and the other Financing Documents.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost . The Company also agrees to pay directly reasonable attorney's fees incurred by any holder of obtaining a Private Placement Number for the Notes from Standard & Poorin evaluating any controversy and enforcing such holder's Corporation, rights and remedies under this Agreement and all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendmentsamendment, waivers, waiver or consents consent resulting from any work-out, renegotiation renegotiation, restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement except for any and all brokerage fees and commissions incurred by any Person employed by you in connection with the consummation of this transaction. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable to Purchaser (i) up to $25,000 as reimbursement for Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements disbursements, of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (ii) so long as Purchaser holds any of the Convertible Preferred Stock, all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesConvertible Preferred Stock. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesConvertible Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are Convertible Preferred Stock is then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxestaxes (other than taxes based, in part, on the income of a Holder), if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoriginally issued hereunder. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Each Purchaser represents that no placement agent, broker or finder has been retained by such Purchaser in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the Security Agreement and the transactions contemplated herebyhereby or thereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to your special counsel, the Purchasersinitial and ongoing reasonable charges and disbursements of the Indexing Agent, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement, the Security Agreement and the Notes. The Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to the Closing Date. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement Agreement, the other Senior Subordinated Debt Documents, the Equity Co-Investment Documents and the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and Agreement, the Notesother Senior Subordinated Debt Documents or the Equity Co-Investment Documents. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable to Lender (i) Lender's reasonable, documented out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each PurchaserLender's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (ii) all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesNote. The Company agrees to pay all reasonable costs and expenses incurred by Lender in connection with the making of the Loan, including but not limited to filing fees, recording taxes and reasonable attorneys' fees, promptly upon demand of Lender. Company further agrees to pay all of the out-of-pocket costs and expenses incurred by Lender in connection with the collection of the Loan, any amendment to the Loan Documents, or prepayment of the Loan, including but not limited to reasonable attorneys' fees, promptly upon demand of Lender. The Company also agrees that it will pay and save each Purchaser hold Lender harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingNote. The Company agrees to shall protect and indemnify each Purchaser Lender against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company XXXXXXXXXX agrees to pay directly all of the Purchasers' reasonable its and XXXXXXXXXX out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges of Paul, Xxiss, Rifkind, Wharxxx & Xarrxxxx, XXXXXXXXXX special counsel, and disbursements of Chapxxx xxx CutlxxKutax Xxxx, xxecial counsel to the Purchasers, xxd all duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's XXXXXXXXXX at XXXXXXXXXX home office or at such other place as such Purchaser XXXXXXXXXX may designate. The Company agrees to pay all of its out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the cost transactions contemplated or permitted hereby, including but not limited to the fees and expenses of obtaining a Private Placement Number for the Notes from Standard Dickenson, Wright, Moon Van Dusen & Poor's Corporation, and Freexxx xxx of Wombxx Xxxlxxx Xxxxxxxxx & Xice. Xhe Company also agrees to pay all such reasonable expenses relating to the performance of any transactions contemplated or permitted hereby, any title insurance premiums, filings or recordings any action for the enforcement or collection of the Notes or this Agreement and any amendment, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-outworkout, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes and the Notesother Note Documents. The Company also agrees that it will pay any fees and related expenses incurred or to be incurred in connection with its cooperation with Moodx'x xxx S&P as provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save each Purchaser harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.Company

Expenses, Stamp Tax Indemnity. Whether whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company agrees to XXXXXXXXXX shall pay directly all of its and the Purchasers' reasonable holders of the Certificates out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges of XXXXXXXXXX's counsel, and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, all duplicating and printing costs costs. The Company shall pay all of its out-of-pocket expenses in connection with the preparation, execution and charges for shipping delivery of this Agreement and the Notestransactions contemplated or permitted hereby, adequately insured including but not limited to each Purchaser's home office or at such other place as such Purchaser may designatethe fees and expenses of Dickinson, the cost Wright, Moon, Van Dusen & Freexxx xxx of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and any special counsel. The Company also shall pay all such reasonable expenses relating to the performance of any transactions contemplated or permitted hereby, any title insurance premiums, filings or recordings, any action for the enforcement or collection of the Notes or this Agreement or any Note Document and each amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes and the Notesother Note Documents. The Company also agrees that it shall pay any fees and related expenses incurred or to be incurred in connection with its cooperation with Moodx'x xxx S&P as provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save each Purchaser harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to shall protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable by the Company to any Person in connection with the transactions contemplated by this AgreementAgreement other than the fees, commissions, costs and expenses of XXXXXXXXXX and its counsel and financial advisors which are to be paid from the proceeds of the XXXXXXXXXX Assignment. Without limiting the foregoing, the Company shall pay the cost of obtaining a Private Placement Number for the Notes and authorizes the submission of such information as may be required by S&P for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the ------------------------------------------ transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Security Document and the Intercreditor Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any such amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement, the Security Document, the Intercreditor Agreement and the Notes. The Company also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement, the Security Document, the Intercreditor Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, the Security Document or the Intercreditor Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2§10.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of a Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummatedNote is sold, the Company agrees will pay all reasonable expenses relating to pay directly all the Operative Agreements, including but not limited to: (i) the cost of reproducing the Operative Agreements; (ii) the reasonable fees and disbursements of Chxxxxx xnd Cuxxxx XLP, special counsel for the beneficial holder of the Purchasers' Note; (iii) the Mortgagee’s reasonable out-of-pocket expenses expenses; (iv) all recording and filing fees and stamp taxes in connection with the preparation, execution recordation or filing and delivery re-recordation or re-filing of this Agreement and the transactions contemplated hereby, including but not limited items referred to in Section 3.1(b) of the Note Purchase Agreement; (v) the reasonable charges fees and disbursements of Chapxxx xxx Cutlxx, xxecial counsel the title company referred to in Section 3.2(c) of the Purchasers, duplicating Note Purchase Agreement in connection with the issuance of the title insurance policy and printing costs the reasonable fees and charges for shipping disbursements of the Notes, adequately insured civil engineer or surveyor which conducted the survey referred to each Purchaser's home office or at in Section 3.2(b) of the Note Purchase Agreement in connection with the preparation of such other place as such Purchaser may designate, survey; (vi) the cost reasonable fees and disbursements of obtaining a Private Placement Number for (a) the Notes from Standard & Poor's Corporation, Person that prepared the Environmental Assessment referred to in Section 3.2(d) of the Note Purchase Agreement and (b) the Person that prepared the appraisal referred to in Section 3.2(e) of the Note Purchase Agreement; (vii) the reasonable fees and disbursements of the Escrow Agent in connection with its duties under the Escrow and Servicing Agreement; and (viii) all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofof any of the Operative Agreements, including, including without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under any of the Operative Agreements or relating to the performance by the Tenant of its obligations under the Lease. The obligations of the Company under this Agreement Section 6.11 shall survive the payment or prepayment of the Note and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against termination of any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with of the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementOperative Agreements.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, entering into of this Agreement and the consummation of duplicating and printing costs cost and charges for shipping the NotesDebentures, adequately insured to each Purchaser at Purchaser's home office or at such other place as such Purchaser may designate, and so long as Purchaser hold any of the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationDebentures, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesDebentures. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other documentary taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding, it being understood that the Company shall have no obligation to pay any income or property tax payable by Purchaser. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the ----------------------------- transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, entering into of this Agreement and the consummation of duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcost, and so long as Purchaser holds any of the Class B Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-work- out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Class B Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Class B Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser Holder against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You hereby represent and warrant to the Company that you have not retained any broker in connection with the transactions contemplated by this Agreement and that you have not dealt with any investment banker other than SBC Warburg Dillon Read Inc. and Dxxx Xxxxxxxx Xxxxxxx, a division of Dxxx Xxxxxxxx Incorporated. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company also will pay the reasonable fees, expenses and disbursements of an investment bank or other firm acting as financial adviser to the Holders following the occurrence and during the continuance of a Default or an Event of Default or in connection with any such amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. The obligations of the Company under this ss.9.4 shall survive the transfer of any Note or portion thereof or interest therein by any Holder and the payment of any Note.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable (i) your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of expenses incurred in obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationPoors Corporation with respect to the Notes being purchased by you, and all such reasonable (ii) expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other document taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, provided that you hereby acknowledge that you have not retained any broker or agent in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the PurchasersCxxxxxx and Cxxxxx your special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, and so long as you hold any of the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationNotes, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor’s Corporation for the purpose of obtaining such number.