Common use of Expenses; Taxes; Attorneys' Fees; Indemnification Clause in Contracts

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree to pay or cause to be paid, on demand, and to save the Lenders harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Lenders, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, such Lender's claims against the Borrowers or the Guarantors, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from the Borrowers or the Guarantors, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers or any of the Guarantors involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors or their respective Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to indemnify and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or in any other Loan Document, any Lender may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Borrowers agree to indemnify and defend the Lenders and their directors, officers, employees, affiliates, partners, shareholders, counsel and agents and any affiliate of any of the foregoing (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, amendments waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's, and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in Lien on any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower either fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party. No claim may be made by the Borrower, any Lender or other Person against the Agent, the Co-Agent, any Lender, or the affiliates, directors, officers, employees, or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Loan Document, or any act, omission or event occurring in connection therewith, and the Borrower and each Lender hereby waive, release and agree not to xxx upon any claim for such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree to pay or cause to be paid, on demand, and to save the Term Lenders harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Lenders, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, travel, lodging and meals, Term Lenders incurred by the Term Lenders in their capacity as such from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance execution and administration delivery of this Agreement and the other Term Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Term Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Term Lenders' rights under this Agreement or the other Term Loan DocumentsDocuments (other than the Intercreditor Agreement unless the Borrowers consent thereto or the Borrowers reimburse the Agent or Existing DIP Lenders or their representatives for costs in connection therewith, (d) the defense of any claim or action asserted or brought against any Term Lender by any Person that arises from or relates to this Agreement, any other Term Loan DocumentDocument (other than the Intercreditor Agreement unless the Borrowers consent thereto or the Borrowers reimburse the 38- Agent or Existing DIP Lenders or their representatives for costs in connection therewith), such Term Lender's claims against the Borrowers or the GuarantorsBorrowers, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Term Loan DocumentDocument (other than the Intercreditor Agreement unless the Borrowers consent thereto or the Borrowers reimburse the Agent or Existing DIP Lenders or their representatives for costs in connection therewith), (f) the filing of any petition, complaint, answer, motion or other pleading by any Term Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Term Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Term Loan Document, (h) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Agreement or any other Term Loan Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrowers, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers or any of the Guarantors involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors or their respective Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Term Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to indemnify and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or in any other Term Loan Document, any Term Lender may itself perform or cause performance of such covenant or agreement, and the expenses of such Term Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Borrowers agree to indemnify and defend the Term Lenders and their directors, officers, employees, affiliates, partners, shareholders, counsel and agents and any affiliate of any of the foregoing (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Term Loan DocumentDocument (other than the Intercreditor Agreement), the transactions contemplated hereby or thereby or any Loan or proposed the Term Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrowers of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.Party or of any other Indemnified Party of which such Indemnified Party is a director, officer, employee, partner, counsel, agent or affiliate. 39-

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders CIT harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the LendersCIT, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, reasonable travel, reasonable lodging and meals, incurred by the Lenders CIT from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, including filing fees and post-filing search costs for all financing statements required by CIT, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the administration, preservation and protection of any of the Lenders' CIT's rights under this Agreement or the other Loan Related Documents, (d) the representation of CIT in the Chapter 11 Case or in any superseding case under chapter 7 of the Bankruptcy Code, (e) the defense of any claim or action asserted or brought against any Lender CIT by any Person that arises from or relates to this Agreement, any other Loan Related Document, such LenderCIT's claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (ef) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (fg) the filing of any petition, complaint, answer, motion or other pleading by any LenderCIT, or the taking of any action in respect of the to Collateral or other security, in connection with this Agreement or any other Loan Related Document, (gh) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (hi) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Related Document, (ij) any attempt to collect from the Borrowers or the GuarantorsBorrower, (jk) the receipt of any advice with respect to any of the foregoing, (kl) all Environmental Liabilities and Costs arising from or in connection with the past, past present or future operations of any of the Borrowers or any of the Guarantors Borrower involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contamination on, upon or into such property, ; (lm) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials Contaminant present or arising out of the operations of any facility of the Borrowers, the Guarantors or their respective Subsidiaries, Borrower; or (mn) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all search, stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders CIT to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify and hold the Lenders save CIT harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender CIT may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender CIT incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify indemnity and defend the Lenders CIT and their its directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, collectively the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified PartyParties.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers Companies jointly and severally agree to pay or cause to be paid, on demand, and to save the Lenders Administrative Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Administrative Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, lien, judgment and title searches, filing fees, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Administrative Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Credit Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Credit Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Administrative Agent's and the Lenders' rights under this Agreement or the other Loan Credit Documents, (d) the defense of any claim or action asserted or brought against any Lender the Administrative Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Credit Document, such Lenderthe Administrative Agent's or the Lenders' claims against the Borrowers or the Guarantorsa Company, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Credit Document, provided that this clause (e) shall apply to all Lenders only in connection with any defense of any court proceedings or in all instances during a continuing Event of Default; (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Administrative Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Credit Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Credit Document, (h) any attempt to enforce any lien Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Credit Document, (i) any attempt to collect from the Borrowers or the Guarantorsa Company, (j) the receipt of any advice with respect to any of the foregoing, provided that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 10.06, (k) all Environmental Liabilities environmental liabilities and Costs costs arising from or in connection with the past, present or future operations of any of the Borrowers Companies or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Environmental Discharge on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Companies or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Credit Document: (x) the Borrowers Companies jointly and severally agree to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Administrative Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Credit Document, and the Borrowers Companies jointly and severally agree to indemnify save the Administrative Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail a Company fails to perform any covenant or agreement contained herein or in any other Loan Credit Document, any Lender the Administrative Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Administrative Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersCompanies. The Borrowers Companies jointly and severally agree to indemnify and defend the Administrative Agent and the Lenders and their directors, officers, employeesAdministrative Agents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Credit Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates a Company of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Without in any way limiting any provision of this Agreement or any provision of any Related Document, the Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigation, monitoring and appraisals of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (e) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l1) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental LienLien and (n) any costs or liabilities related to or arising in connection with the Chapter 11 Case. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, including reasonable attorneys' fees and expenses and disbursements of counsel and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or Proposed Loan or Letter of Credit or proposed Loan Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, determined by a final and non-appealable order judgment of a court of competent jurisdiction, jurisdiction to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers jointly and severally agree to pay or cause to be paid, on demand, and to save the Lenders Administrative Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the LendersAdministrative Agent and, accounting, due diligence, periodic field audits, investigation, monitoring in the case of assets, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders from time to time arising from or relating to: clauses (c) through (m) (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, amendments waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Administrative Agent's and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Administrative Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Document, such LenderRelated Document Administrative Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Administrative Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in Lien on any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers each Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l1) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors any Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Administrative Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers jointly and severally agree to indemnify save the Administrative Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or of in any other Loan Related Document, any Lender the Administrative Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Administrative Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Borrowers jointly and severally agree to indemnify and defend the Administrative Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors any Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers jointly and severally agree to pay or cause to be paid, on demand, and to save the Agent and the Lenders harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent and the Lenders, accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the Guarantorsany Borrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest Lien in any Collateral or other security in connection with this Agreement, the Intercreditor Agreement, the Inter-Lender Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the Guarantorsany Borrower, (j) the receipt of any advice with respect to any of the foregoing; provided, however, that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 11.06, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors any Borrower or their respective Subsidiariesany Subsidiary, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Notwithstanding the foregoing, the Borrowers jointly and severally agree to cause to be paid the legal fees and expenses of WLR in connection with the negotiation, preparation, execution, delivery and enforcement of the Inter-Lender Agreement (which has included a review of the Loan Documents and comments thereon as well as other work related to the court order specified in subsection 6.01(p) hereof) promptly following the receipt of a reasonably detailed invoice. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree to pay jointly and severally all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender upon an Event of Default, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers; provided, however, if the Agent has notice of a failure to pay insurance premiums Agent may make such payment and be reimbursed hereunder whether or not an Event of Default has occurred. The Borrowers jointly and severally agree to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon upon, or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrowers of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party. So long as no Event of Default shall be in existence, the Agent agrees to advise the Borrowers of its intention to retain third parties (other than legal counsel) at any time after the Closing Date of the Facility and to consult with the Borrowers regarding same.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers jointly and severally agree to pay or cause to be paid, on demand, and to save the Lenders Lender harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the LendersLender, accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Lender from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement, the Intercreditor Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement, the Intercreditor Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' Lender's rights under this Agreement, the Intercreditor Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any the Lender by any Person that arises from or relates to this Agreement, the Intercreditor Agreement, any other Loan Related Document, such the Lender's claims against the Borrowers or the Guarantorsany Borrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement, the Intercreditor Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any the Lender, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement, the Intercreditor Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement, the Intercreditor Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest Lien in any Collateral or other security in connection with this Agreement, the Intercreditor Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the Guarantorsany Borrower, (j) the receipt of any advice with respect to any of the foregoing, ; (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or PLANET HOLLYWOOD INTERNATIONAL, INC. Exhibit 10.8 any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors any Borrower or their respective Subsidiariesany Subsidiary, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree to pay jointly and severally all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders Lender to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree to indemnify and hold save the Lenders Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or in any other Loan Related Document, any upon an Event of Default, the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of such the Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers; provided, however, if the Lender has notice of a failure to pay insurance premiums Lender may make such payment and be reimbursed hereunder whether or not an Event of Default has occurred. The Borrowers jointly and severally agree to indemnify and defend the Lenders Lender and their its directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon upon, or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrowers of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party. So long as no Event of Default shall be in existence, the Lender agrees to advise the Borrowers of its intention to retain third parties (other than legal counsel) at any time after the Closing Date of the Facility and to consult with the Borrowers regarding same.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest Lien in any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, provided that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 11.06, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors or their respective SubsidiariesBorrower, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent, the Co-Agents and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, lien, judgment and title searches, filing fees, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, provided that this clause (e) shall apply to all Lenders only in connection with any defense of any court proceedings or in all instances during a continuing Event of Default; (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any lien Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, provided that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 11.06, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Environmental Discharge on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or -76- 83 remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses (i) to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party, or (ii) in connection with any claim made by the Agent or any Lender against the Agent or another Lender.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree jointly and severally agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the Guarantorsa Borrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest Lien in any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the Guarantorsa Borrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers a Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors a Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers jointly and severally agree to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers jointly and severally agree to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail a Borrower either fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Borrowers jointly and severally agree to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors a Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent (and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals (limited in the case of appraisals to $50,000 per year provided no Event of Default or Potential Default shall have occurred and be continuing), lien, judgment and title searches, filing fees, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any lien Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, provided that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 10.06, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Agent and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, amendments waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's, and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in Lien on any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower either fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified PartiesINDEMNIFIED PARTIES") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party. No claim may be made by the Borrower, any Lender or other Person against the Agent, the Co-Agent, any Lender, or the affiliates, directors, officers, employees, or agents of any of them for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Loan Document, or any act, omission or event occurring in connection therewith, and the Borrower and each Lender hereby waive, release and agree not to sue upon any claim fox xuch damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Administrative Agent (and, in the case of clauses (c) through (m) below, the Co-Agent and the Lenders) harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Administrative Agent and, in the case of clauses (c) through (m) below, the Lenders), accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Administrative Agent (and, in the case of clauses (c) through (m) below, the Lenders) from time to time arising from or relating to: : (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, amendments waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Administrative Agent's and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Administrative Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Document, such LenderRelated Document Administrative Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to 74 81 this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Administrative Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in Lien on any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Administrative Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Administrative Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower either fails to perform any covenant or agreement contained herein or of in any other Loan Related Document, any Lender the Administrative Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Administrative Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Administrative Agent, Co-Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree (a) Each Borrower jointly and severally agrees to pay or cause to be paid, on demand, and to save the Lenders harmless against liability for the payment ofAgent, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the LendersAgent, accounting, due diligence, periodic field audits, investigationappraisals, investigations, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders Agent from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Lender by any Person that arises from or relates to this Agreement, any other Loan Document, such Lender's claims against the Borrowers or the Guarantors, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (fe) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (gf) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (hg) any attempt to enforce any lien or security interest Lien in any Collateral or other security in connection with this Agreement or any other Loan Document, (ih) any attempt to collect from the Borrowers or the Guarantorsa Borrower, and (ji) the receipt of any advice with respect to any of the foregoing. If a Borrower either fails to perform any covenant or agreement contained herein or in any other Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers. (kb) The Borrowers jointly and severally agree to indemnify and defend the Agent and the Lenders and their directors, officers, agents, employees and affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, obligations, losses, penalties, actions, judgments, suits, costs, disbursements or expenses of any nature whatsoever (including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement or any other Loan Document, any Obligation, act, event or transaction contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by a Borrower or any of its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan or Letter of Credit) (the "Indemnified Matters"), but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined to have resulted from the gross negligence or willful misconduct of the Indemnified Party. Without limitation of the foregoing, Indemnified Matters shall include: (i) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers a Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (lii) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors a Borrower or their respective Subsidiariesany of its Subsidiaries required under Environmental Law, or (miii) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree to indemnify and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail to perform any covenant or agreement contained herein or in any other Loan Document, any Lender may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender incurred in connection therewith shall be reimbursed on demand by the Borrowers. The Borrowers agree to indemnify and defend the Lenders and their directors, officers, employees, affiliates, partners, shareholders, counsel and agents and any affiliate of any of the foregoing (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Lender harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the LendersLender, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, reasonable travel, reasonable lodging and meals, incurred by the Lenders Lender from time to time arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the administration, preservation and protection of any of the Lenders' Lender's rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any the Lender by any Person that arises from or relates to this Agreement, any other Loan Related Document, such the Lender's claims against the Borrowers or the GuarantorsObligors, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any the Lender, or the taking of any action in respect of the to Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsObligors, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers or any of the Guarantors Obligors involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property, ; (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials Contaminant present or arising out of the operations of any facility of the Borrowers, the Guarantors or their respective Subsidiaries, Obligors; or (m) any costs or liabilities incurred in connection with any Environmental Lien. Notwithstanding the foregoing, the Borrower shall not be obligated to pay on behalf of the Lender, or to reimburse the Lender for, out-of-pocket expenses incurred on or prior to the Closing Date to the extent such out-of-pocket expenses exceed $50,000. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Lenders Lender to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify and hold save the Lenders Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any the Lender may itself perform or cause 63 performance of such covenant or agreement, and the expenses of such the Lender incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Lenders Lender and their its directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, collectively the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified PartyParties.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Lenders, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders from time to time arising from or relating to: Agent (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's and the Lenders' rights under this Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, provided that this clause (e) shall apply to all Lenders only in connection with any defense of any court proceedings or in all instances during a continuing Event of Default; (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (h) any attempt to enforce any lien Lien or security interest in any Collateral or other security in connection with this Agreement or any other Loan Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower any Obligations, (j) the receipt of any advice with respect to any of the foregoing, provided that this clause (j) shall apply to all Lenders only with respect to the matters described in clauses (c) through (i) and clauses (k) through (m) of this Section 11.06, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Environmental Discharge on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees -84- 91 and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter Agreement or any other Loan Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors or any of their Affiliates Borrower of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any Loan) but excluding any such losses, liabilities, claims, damages, costs or expenses (i) to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party, (ii) in connection with any claim made by the Agent or any Lender against the Agent or another Lender or (iii) arising under or in connection with any of the Pre-Petition Agreements.

Expenses; Taxes; Attorneys' Fees; Indemnification. The Borrowers agree Borrower agrees to pay or cause to be paid, on demand, and to save the Lenders Agent (and, in the case of clauses (c) through (m) below, the Lenders) harmless against liability for the payment of, of all reasonable out-of-pocket expenses, regardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel for the Lenders, accounting, due diligence, periodic field audits, investigation, monitoring of assets, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Lenders from time to time arising from or relating to: Agent (a) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Related Documents, (b) any requested amendments, amendments waivers or consents to this Agreement or the other Loan Related Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Agent's, and the Lenders' rights under this Agreement or the other Loan Related Documents, (d) the defense of any claim or action asserted or brought against any Lender the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Loan Related Document, such Lenderthe Agent's or the Lenders' claims against the Borrowers or the GuarantorsBorrower, or any and all matters in connection therewith, (e) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Related Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Lenderthe Agent or the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Loan Related Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Related Document, (h) any attempt to enforce any lien or security interest in Lien on any Collateral or other security in connection with this Agreement or any other Loan Related Document, (i) any attempt to collect from the Borrowers or the GuarantorsBorrower, (j) the receipt of any advice with respect to any of the foregoing, (k) all Environmental Liabilities and Costs arising from or in connection with the past, present or future operations of any of the Borrowers Borrower or any of the Guarantors its Subsidiaries involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property, (l) any costs or liabilities incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of any facility of the Borrowers, the Guarantors Borrower or their respective any of its Subsidiaries, or (m) any costs or liabilities incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Related Document: (x) the Borrowers agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees (including, without limitation, mortgage recording taxes) and similar impositions now or hereafter determined by the Agent or any of the Lenders to be payable in connection with this Agreement or any other Loan Related Document, and the Borrowers agree Borrower agrees to indemnify save the Agent and hold the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions, and (y) if the Borrowers or the Guarantors fail Borrower either fails to perform any covenant or agreement contained herein or in any other Loan Related Document, any Lender the Agent may itself perform or cause performance of such covenant or agreement, and the expenses of such Lender the Agent incurred in connection therewith shall be reimbursed on demand by the BorrowersBorrower. The Borrowers agree Borrower agrees to indemnify and defend the Agent and the Lenders and their directors, officers, employeesagents, affiliates, partners, shareholders, counsel employees and agents and any affiliate of any of the foregoing affiliates (collectively, the "Indemnified Parties") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, costs or expenses of any nature whatsoever (including, without limitation, fees, expenses and disbursements of counsel including reasonable attorneys' fees and amounts paid in settlement) incurred by, imposed upon or asserted against any of them arising out of or by reason of any investigation, litigation or other proceeding or claim brought or threatened relating to, or otherwise arising out of or relating to, the execution of this Agreement, the Letter 84 Agreement or any other Loan Related Document, the transactions contemplated hereby or thereby or any Loan or proposed Loan or Letter of Credit or proposed Letter of Credit hereunder (including, but without limitation, any use made or proposed to be made by the Borrowers, the Guarantors Borrower or any of their its Affiliates of the proceeds of any thereof, or the delivery or use or transfer of or the payment or failure to pay under any LoanLoan or Letter of Credit) but excluding any such losses, liabilities, claims, damages, costs or expenses to the extent finally judicially determined, by a final and non-appealable order of a court of competent jurisdiction, determined to have directly resulted directly from the gross negligence or willful misconduct of the Indemnified Party.