Common use of Expenses; Taxes; Attorneys’ Fees Clause in Contracts

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxes. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of both internal and external counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower Borrowers of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Note in connection with such action or suit. All payments due from the Borrowers under this Section will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower Guarantor agrees to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to including reasonable fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time time, (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the Guaranty or any other Loan Documents and Document, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes Guaranty or any of the other Loan Documents Document and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes Guaranty or any other Loan Document, (iv) in accordance with applicable Lawdefense of any claim relating to or affecting any Loan Document, (v) the perfection of any liens on or security interests in any collateral for the Note or this Guaranty, and (vi) the preservation, care and custody of any collateral for the Note or this Guaranty and the collection of insurance proceeds or condemnation awards related thereto. The Borrower Guarantor agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLender to be payable in connection with this Guaranty or any other Loan Documents, Issuing Bank, Swing Line Lender and the Banks Guarantor hereby indemnifies and saves the 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred All amounts payable by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due Guarantor under this Section will paragraph shall be added to and become part paid within five (5) days after demand by the Lender with interest, until paid, at the Default Rate, if any, specified in the Note or, otherwise, at the rate of interest provided in the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan DocumentsNote.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to will pay promptly following demand therefor, all Participating Lender Expenses. Without limitation of the foregoing or cause to be paid and to saveany other provision of any Loan Document: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter reasonably determined by the Lenders to be payable in connection with this Agreement, the Notes Agreement or any other Loan Document, in accordance with applicable Law. The and the Borrower agrees to save hold the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxes. In taxes, fees or impositions, (ii) the event Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and (iii) during the continuance of a determination adverse Default or an Event of Default, if a Credit Party (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 7.12, then the Administrative Agent, in its sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (1) make payment of the same or any part thereof, (2) in the case of any failure described in clause (iii)(C) above, obtain and maintain insurance policies of the type described in Section 5.01(r) and take the actions with respect to such policies which are authorized pursuant to such policies. Any payment described above in clause (2) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent and Revolving Agent need not inquire as to, or contest the validity of, any such obligation. The Administrative Agent and Revolving Agent agree to provide to the Borrower an invoice with respect to each cost or expense incurred in connection with the Loan Documents by any Lender promptly upon the Administrative Agent’s or Revolving Agent’s receipt thereof, and agree, upon the reasonable request of the Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the right of the Administrative Agent and Revolving Agent to take whatever steps are reasonably necessary to protect any action at Law confidential or suit in equity in relation privileged information which may be contained therein). Notwithstanding the foregoing, no Borrower shall be required to this Agreement, reimburse the Notes or the other Loan Documents, the Borrower will pay, legal fees and expenses of more than one outside counsel (in addition to all other sums which up to one local counsel in each applicable local jurisdiction) for each of (i) the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Administrative Agent, Issuing Bank, Swing Line Lender and the Banks Collateral Agent or the holder of Participating Lenders and (ii) the Notes Revolving Agent, in connection with such action or suit. All payments due each case under this Section will 13.05 unless on advice of outside counsel, representation of more than one such Person would be added inappropriate due to and become part the existence of the Loans until paid in full. The agreements in this section shall survive the termination an actual or potential conflict of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documentsinterest.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers, jointly and severally, agree to pay or cause to be paid and to save: (a) save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the AgentAgent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred by the Agent from time to time (i) arising in connection with the negotiation, preparation, execution, delivery delivery, administration (provided, however, that Borrowers shall only reimburse the Agent and the Lenders for the costs of field audits conducted by accountants designated by the Agent or any Lender in an amount not to exceed $18,000.00 in any Fiscal Year), syndication, participation, and sale of any Lender's interest in this Agreement, interpretation and performance of this Agreement, the Notes and the a Note, any other Loan Documents Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendmentsamendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers), waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, the Notes a Note, any other Loan Document or any such other documents or instruments (iii) relating to asset valuations of the Borrowers, or (iv) relating to any reorganization, bankruptcy or any other Loan Documents proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and (b) severally, further agree to pay or cause to be paid and to save the Agent, Issuing Bank, Swing Line Agent and each Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the BanksAgent and/or each Lender, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Agent or such Lenders from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender Agent and/or the Banks in the collection Lenders of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document; provided that the Borrowers shall not be liable under the foregoing indemnity agreement in respect of any liabilities, claims, damages, losses or expenses to the extent that the same are determined in accordance with applicable Lawa final judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of the party seeking indemnity. The Borrower agrees Borrowers, jointly and severally, agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent to be payable in connection with this Agreement, the Notes, any other Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, agree to save the Agent, Issuing Bank, Swing Line Agent and each Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the a Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes Note or the other Loan Documents, the Borrower Borrowers, jointly and severally, will pay, in addition to all other sums which the such Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorney's fees incurred by the Agent, Issuing Bank, Swing Line Agent and/or any Lender and the Banks or the holder of the Notes such Note in connection with such action or suit. All payments due under this Section will of the foregoing fees, costs and expenses shall be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments Obligations and repayment of all other Indebtedness hereunder or under the other Loan Documentspayable on demand.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and Documents, (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents includingDocuments, including but not limited to, to such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the LoansLender, and (iv) arising in connection with any case under the Bankruptcy Code filed by or against the Borrowers. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Lender to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination termination adverse to the Borrower Borrowers of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys attorneys' and paralegals paralegals' fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrowers under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to Maker will pay on demand, all costs and expenses incurred by or cause to be paid on behalf of each Payee, including reasonable fees, costs, client charges and to saveexpenses of a single counsel selected by the Majority Payees for the collective interests of the Payees, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this AgreementNote and any other Senior Subordinated Note Document, the Notes and the other Loan Documents and (iib) relating to any requested amendments, waivers or consents to this Agreement, the Notes Note or any other Senior Subordinated Note Document whether or not such documents become effective or are given, (c) the preservation and protection of any Payee’s rights under this Note or any other Senior Subordinated Note Document, (d) the defense of any claim or action asserted or brought against any Payee by any Person that arises from or relates to this Note or any other Senior Subordinated Note Document or any Payee’s claims against the Maker or any Guarantor, 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 Note or any other Senior Subordinated Note Document, (f) the filing of any petition, complaint, answer, motion or other pleading by any Payee, or the taking of any action in respect of the Collateral or other Loan Documents and security, in connection with this Note or any other Senior Subordinated Note Document, (bg) the Agentprotection, Issuing Bankcollection, Swing Line Lender lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Note or any other Senior Subordinated Note Document, (h) any attempt to enforce any lien or security interest in any Collateral or other security in connection with this Note or any other Senior Subordinated Note Document, (i) any attempt to collect from the Maker or any Guarantor, (j) all liabilities and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks costs arising from time to time arising or in connection with the Agent'spast, Issuing Bank'spresent or future operations of the Maker or any Guarantor 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, Swing Line Lender's and/or upon or into such property, or (k) the Banks' enforcement or preservation receipt by any Payee of rights under this Agreement, the Notes or any advice from professionals with respect to any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection foregoing. Without limitation of the outstanding principal amount foregoing or any other provision of any Senior Subordinated Note Document: (x) the Loans. The Borrower Maker agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by any Payee to be payable in connection with this Agreement, the Notes Note or any other Loan Senior Subordinated Note Document, in accordance with applicable Law. The Borrower and the Maker agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks each Payee 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 Other Taxes. In taxes, fees or impositions, (y) the event of a determination adverse Maker agrees to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to pay all other sums which the Borrower broker fees that may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes become due in connection with the transactions contemplated by this Note and the other Senior Subordinated Note Documents, and (z) if the Maker fails to perform any covenant or agreement contained herein or in any other Senior Subordinated Note Document, the Payee may itself perform or cause performance of such action covenant or suit. All payments due under this Section will be added to agreement, and become part the expenses of the Loans until paid Payee incurred in full. The agreements in this section connection therewith shall survive be reimbursed on demand by the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan DocumentsMaker.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the a Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes in connection with such action or suit. All payments due from the Borrowers under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender Agent and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (iii) arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or and the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Agent and the Banks to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the a Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrowers under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of both internal and external counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower Borrowers of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Note in connection with such action or suit. All payments due from the Borrowers under this Section 8.05 will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Parties agree to pay or cause to be paid and to save: (a) the Agent save Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to reasonable to, fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Development Notes or any of the other Loan Documents and such documents or instruments and, (bii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, Agreement and the Development Notes or any of the other Loan Documents such documents or instruments including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the LoansDevelopment Notes. The Borrower agrees Parties agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by Lender to be payable in connection with this Agreement, the Development Notes or any other Loan Documentdocuments, instruments or transactions pursuant to or in accordance with applicable Law. The connection herewith, and the Borrower agrees Parties agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse adversely to the Borrower Parties of any action at Law law or suit in equity in relation to this Agreement, the Notes Development Notes, or the other any Loan DocumentsDocument, the Borrower Parties will pay, in addition to all other sums which the Borrower Parties may be required to pay, a reasonable sum for attorneys and paralegals attorney’s fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes such Note in connection with such action or suit. All payments due from the Borrower Parties under this Section will 8.06 shall be added to and become part of the Loans Development Notes, as applicable, until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Lender to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys' and paralegals paralegals' fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers, jointly and severally, agree to pay or cause to be paid and to save: save Agent and each Lender (aand their successors and assigns) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, travel expenses, fees and paralegals for the Agentcosts of accountants, and environmental and appraisal costs and expense, all incurred by the Agent from time to time (i) arising in connection with the negotiation, preparation, execution, delivery delivery, administration (provided, however, that with respect to field audits conducted by accountants designated by Agent or any Lender, the Borrowers shall only reimburse Agent and the Lenders for the costs of such audits in an amount not to exceed $25,000 in any Fiscal Year), syndication, participation, and sale of any Lender's interest in this Agreement, interpretation and performance of this Agreement, the Notes and the Notes, any other Loan Documents Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendmentsamendments (or amendments or other documents required by Agent or any Lender on account of the designation of additional Subsidiaries as the Borrowers), waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, the Notes Notes, any other Loan Document or any such other documents or instruments (iii) relating to asset valuations of the Borrowers, or (iv) relating to any reorganization, bankruptcy or any other Loan Documents proceedings to which any Borrower or its property becomes subject. The Borrowers, jointly and (b) the Agentseverally, Issuing Bank, Swing Line further agree to pay or cause to be paid and to save Agent and each Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the BanksAgent and/or each Lender, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Agent or such Lenders from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's enforcement by Agent and/or the Banks' enforcement or preservation Lenders of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document; provided that the Borrowers shall not be liable under the foregoing indemnity agreement in respect of any liabilities, claims, damages, losses or expenses to the extent that the same are determined in accordance with applicable Lawa final judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of the party seeking indemnity. The Borrower agrees Borrowers, jointly and severally, agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by Agent to be payable in connection with this Agreement, the Notes, any other Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, agree to save the Agent, Issuing Bank, Swing Line Agent and each Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the a Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers, jointly and severally, will pay, in addition to all other sums which the such Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorney's fees incurred by the Agent, Issuing Bank, Swing Line Agent and/or any Lender and the Banks or the holder of the Notes such Note in connection with such action or suit. All payments due under this Section will of the foregoing fees, costs and expenses shall be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments Obligations and repayment of all other Indebtedness hereunder or under the other Loan Documentspayable on demand.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent save Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Bank. incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes Notes, and the other Loan Documents and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and such documents or instruments and, (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, Agreement the Notes or any of the other Loan Documents Such documents or instruments including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the an outstanding principal amount of the LoansNote. The Borrower agrees to pay all Other Taxes stamp_ document, transfer, recording or filing taxes or tees and similar impositions now or hereafter determined by Bank to be payable in connection with this Agreement, the Notes or any other Loan Documentdocuments, instruments or transactions pursuant to or in accordance with applicable Law. The connection herewith, and Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse adversely to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other any Loan Documents, the Document Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorney's fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the such Notes in connection with such action or suit. All payments due from Borrower under this Section will 8.06 shall be added to and become part of the Loans Line of Credit or Letter of Credit Note until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay (a) on the Effective Date and (b) after the Effective Date, within five Business Days after receipt of an invoice that sets forth such costs and expenses in reasonable detail, all reasonable and documented out-of-pocket costs and expenses incurred by or cause on behalf of the Lender, regardless of whether the transactions contemplated hereby are consummated, including reasonable and documented fees, costs, client charges and expenses of counsel (but limited in each case of this ‎Section 11.04 with respect to counsel, to (i) one primary counsel for the Lender, (ii) one local counsel in each relevant jurisdiction or a single special counsel acting in multiple jurisdictions for the Lender, and (iii) with respect to reasonable and documented fees, costs, client charges and expenses of counsel incurred on or before the Effective Date, the Lender shall be paid responsible for its own fees, costs, client charges and to saveexpenses of counsel) due diligence, physical counts, investigations, searches and filings, monitoring of assets, appraisals of Collateral, the rating of the Loan, reasonable title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents (including the preparation of any additional Loan Documents pursuant to Section 6.01(b) or the review of any of the agreements, instruments and documents), (iib) relating to any requested amendments, waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (bc) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of ’s rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to, such expenses as may be incurred (d) the defense of any claim or action asserted or brought against the Lender by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees any Person that arises from or relates to pay all Other Taxes payable in connection with this Agreement, any other Loan Document, the Notes Lender’s claims against any Loan Party, 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 the 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 accordance with applicable Lawthis Agreement or any other Loan Document, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in accordance with this Agreement or any other Loan Document, (i) any attempt to collect from any Loan Party in accordance with this Agreement or any other Loan Document, (j) all liabilities and costs arising from or in connection with the past, present or future operations of any Loan Party 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, (k) any Environmental Liabilities and Costs 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 any Loan Party, (l) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien or any Facility of a Loan Party or (m) the receipt by the Lender of any advice from professionals with respect to any of the foregoing. The Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter reasonably determined by the Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and hold the Banks 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 Other Taxes. In the event of a determination adverse to taxes, fees or impositions, (y) the Borrower of agrees to pay all broker fees with respect to any action at Law or suit broker engaged by any Loan Party that may become due in equity in relation to connection with the transactions contemplated by this Agreement, the Notes or Agreement and the other Loan Documents, and (z) if the Borrower will payfails to perform any covenant or agreement contained herein or in any other Loan Document, the Lender may itself perform or cause performance of such covenant or agreement, and the expenses of the Lender incurred in addition to all other sums which connection therewith shall be reimbursed on demand by the Borrower. The obligations of the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section 11.04 shall survive the termination repayment of the Commitments Obligations and repayment discharge of all other Indebtedness hereunder or any Liens granted under the other Loan Documents. The Lender shall have the right, while it holds the Loan, to make all selections of counsel or other types of professionals or advisors.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of outside counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the any Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys outside attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Note in connection with such action or suit. All payments due from the Borrowers under this Section 8.05 will be added to and become part of the Loans Obligations until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent and Lenders (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the AgentAgent and each of the Lenders, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred by the Agent from time to time (i) arising in connection with the negotiation, preparation, execution, delivery delivery, interpretation and performance of this Agreement, the Notes any Note, Mortgage, any other Loan Document and any documents, instruments or transactions pursuant to or in connection therewith, and the other Loan Documents and Co-Lender Agreement, (ii) relating to any requested amendments, amendments waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, the Notes any Note, Mortgage, any other Loan Document or any of the such other Loan Documents documents or instruments, and (biii) relating to any reorganization, bankruptcy or any other proceedings to which Borrower or its properties become subject. The Borrower further agrees to pay or cause to be paid and to save the Agent, Issuing Bank, Swing Line Agent and each Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the BanksAgent and/or each Lender, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Agent or such Lenders from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's enforcement by the Agent and/or the Banks' enforcement or preservation Lenders of rights under this Agreement, the Notes any Note, Mortgage, or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the LoansDocument. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent and/or Lenders to be payable in connection with this Agreement, the Notes any Note, Mortgage, any other Loan Document or any other Loan Documentdocuments, instruments or transactions pursuant to or in accordance with applicable Law. The connection therewith, and the Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse adversely to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes any Note, Mortgage, or the any other Loan DocumentsDocument, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorney's fees incurred by the Agent, Issuing Bank, Swing Line Agent and/or any Lender and the Banks or the holder of the such Notes in connection with such action or suit. All payments due under this Section will of the foregoing fees, costs and expenses shall be added to and become part of Borrower's Liabilities and payable on demand. Any such fees, costs and expenses shall be secured by the Loan Documents executed and delivered by Borrower in connection with the Construction Loan or Construction Loans until paid in full. The agreements in this section shall survive the termination of the Commitments with respect to which such fees, costs and repayment of all other Indebtedness hereunder or under the other Loan Documentsexpenses were incurred.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: will pay, within three (a3) the Agent harmless against liability for the payment Business Days following demand therefor, all (i) out of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees costs and expenses of the Agents and the Lenders (including, without limitation, all reasonable fees, expenses and disbursements of outside counsel and paralegals for consultants (the Agent, incurred by the Agent from time to time (i“Professional Fees”)) arising in connection with the negotiation, preparation, execution, execution and delivery and performance of this Agreementthe Loan Documents, the Notes and funding of all Loans, the other administration of the Loan Documents and the Facility and any proposed amendment or waiver of any provision of the Loan Documents (whether or not executed and delivered), (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any out of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender Agents and the BanksLenders acting in any capacity (including, incurred by the Agentwithout limitation, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising Professional Fees) in connection with the Agent'spreservation, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation protection of any of their rights and remedies under this Agreementthe Loan Documents or otherwise and (iii) out of pocket costs and expenses of the Ad Hoc Committee (including, without limitation, Professional Fees) in connection with the Notes negotiations with respect to the restructuring of the Borrower and the Guarantors and the negotiation, preparation, execution and delivery of the documentation relating thereto. Without limitation of the foregoing or any other provision of any Loan Document: (x) the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by any Agent or any Lender to be payable in connection with this Agreement, the Notes Agreement or any other Loan Document, in accordance with applicable Law. The and the Borrower agrees to save the Agent, Issuing Bank, Swing Line each Agent and each Lender and the Banks 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 Other Taxes. In the event of a determination adverse to taxes, fees or impositions and (y) if the Borrower of fails to perform any action at Law covenant or suit agreement contained herein or in equity in relation to this Agreement, the Notes or the any other Loan DocumentsDocument, any Agent may itself perform or cause performance of such covenant or agreement, and the Borrower will pay, expenses of such Agent incurred in addition to all other sums which the Borrower may connection therewith shall be required to pay, a reasonable sum for attorneys and paralegals fees incurred reimbursed on demand by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan DocumentsBorrower.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the AgentAgent and the Banks, incurred by the Agent and the Banks from time to time (i) ), with respect to the Agent, arising in connection with the preparation, execution, execution and delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and Documents, (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the performance of this Agreement or the other Loan Documents or the Agent's, Issuing Bank's, Swing Line Lender's and/or and the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents includingDocuments, including but not limited to, to such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent or the Banks in the collection of the outstanding principal amount of the LoansAgent or the Banks and (iv) arising in connection with any case under the Bankruptcy Code filed by or against either of the Borrower. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Agent or the Banks to be payable in connection with this Agreement, the Notes or any of the other Loan Document, in accordance with applicable LawDocuments. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions, except to the extent that same result solely from the gross negligence or willful misconduct of the Agent or the Banks. In the event of a determination termination adverse to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or any of the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys' and paralegals paralegals' fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay will pay, two (2) Business Days following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid on behalf of the Lenders and to saveAdministrative Agent, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and expenses of the several counsel (including in-house counsel) for the Lenders, accounting, due diligence, periodic field audits, physical counts, valuations, fees of Rating Agencies associated with the rating of the Loans, investigations, monitoring of assets, appraisals of Collateral, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents and Documents, (iib) relating to any requested amendmentsamendments (other than amendments requested solely by the Lenders), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (bc) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the BanksLenders' enforcement or preservation of rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(d) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLenders, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (e) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (f) 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, (g) any attempt to collect from Borrower or any other Loan Party, (h) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document); provided, that the Lenders shall use their commercially reasonable efforts to use a single group of financial advisors and accountants, to the extent reasonably advisable under the circumstances, (i) all liabilities and costs arising from or in connection with the past, present or future operations of Borrower and other 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, (j) any Environmental Liabilities and Costs 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 Borrower and other Guarantors, or (k) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. The Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrower agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLenders to be payable in connection with this Agreement or any other Loan Document, Issuing Bank, Swing Line Lender and Borrower agrees to hold the Banks 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 Other Taxes. In taxes, fees or impositions, (y) Borrower agrees to pay all broker fees with respect to any broker retained by Borrower or its Subsidiaries that may become due in connection with the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to transactions contemplated by this Agreement, and (z) during the Notes continuance of (i) a Payment Event of Default or (ii) an Event of Default created by a violation of Section 9.07 or Article X, if a Borrower or Guarantors (A) fail to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, except in respect of Permitted Deferred Taxes, (B) fail to make any payments or deposits with respect to any other Loan Documentsgovernmental assessment prior to the time that any Lien may inure against any property of Borrower or any of its Subsidiaries, or (C) fail to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 7.06 hereof, except with respect to A, B, or C above, to the extent permitted pursuant to the terms of this Agreement, then, the Borrower will payAdministrative Agent, in addition its sole discretion and without prior notice to Borrower, may do any or all other sums of the following, without duplication: (X) make payment of the same or any part thereof, (Y) set up such reserves in Borrower's Loan Account as the Administrative Agent deems necessary to protect the Lenders from the exposure created by such failure, or (Z) in the case of any failure described in Section 14.04(z)(C) hereof, obtain and maintain insurance policies of the type described in Section 7.06 and take the actions with respect to such policies which the Borrower may be required are authorized pursuant to pay, a reasonable sum for attorneys and paralegals fees incurred Section 13.21(c). Any payment described above in clause (z) shall not constitute an agreement by the AgentLenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent need not inquire as to, Issuing Bankor contest the validity of, Swing Line Lender and any such obligation. The foregoing to the Banks contrary notwithstanding, the agreements set forth above in this Section 14.04 are subject to the limitations set forth in Section 9.06, solely to the extent applicable. The Administrative Agent agrees to provide to Borrower an invoice with respect to each cost or the holder of the Notes expense incurred in connection with the Loan Documents by any Lender promptly upon the Administrative Agent's receipt thereof, and agrees, upon the reasonable request of Borrower, to provide reasonable backup information with respect to such action costs or suit. All payments due under this Section will be added expenses (subject to and become part the right of the Loans until paid in fullAdministrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be contained therein). The agreements in Obligations arising under Sections 2.02(g), 2.02(d)(iii), 3.03(c), 4.02(e), 8.16, 12.04, 14.04 or 14.15 shall be deemed due and payable for purposes of this section shall survive Agreement when the termination Borrower receives a request or demand for payment of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documentssuch Obligations.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Administrative Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this AgreementSyndication Agent, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender Documentation Agent and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to to, (i) reasonable fees and expenses of counsel and paralegals for the Administrative Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Administrative Agent from time to time (a) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Revolving Credit Notes, the Related Documents, and any documents, instruments or transactions pursuant to or in connection herewith or therewith, or (b) relating to any requested amendments, waivers or consents to this Agreement, the Revolving Credit Notes, the Related Documents, or any such documents or instruments and (ii) fees and expenses of counsel for the Administrative Agent, Issuing Bankthe Syndication Agent, Swing Line Lender and/or the Banks Documentation Agent and each Bank incurred by the Administrative Agent, the Syndication Agent, the Documentation Agent or any Bank from time to time arising in connection with (a) the Agent'snegotiation of any restructuring or "work-out", Issuing Bank'swhether or not consummated, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Borrower's obligations hereunder and under the Revolving Credit Notes and Related Documents and (b) the enforcement of any such obligations, including, but not limited towithout limitation, such costs and expenses as may be incurred by the Agentin any bankruptcy case or in investigating, Issuing Bankpreparing for, Swing Line Lender and/or the Banks defending against, or providing evidence, producing documents or taking any other action in the collection respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the outstanding principal amount of the LoansBorrower, any Subsidiary or any agent thereof. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Administrative Agent, the Syndication Agent or the Documentation Agent or any Bank to be payable in connection with this Agreement, the Notes Revolving Credit Notes, the Related Documents or any other Loan Documentdocuments, instruments or transactions pursuant hereto or thereto or in accordance with applicable Law. The connection herewith or therewith, and the Borrower agrees to save the Administrative Agent, Issuing Bankthe Syndication Agent, Swing Line Lender the Documentation Agent and the Banks each Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse termination adversely to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Revolving Credit Notes or the other Loan Documents, Related Documents the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorney's fees incurred by the Administrative Agent, Issuing Bankthe Syndication Agent, Swing Line Lender the Documentation Agent and the Banks each Bank or the holder of the Notes such Revolving Credit Note in connection with such action or suit. All payments due under this Section will In addition, the Borrower hereby agrees to indemnify the Administrative Agent, the Syndication Agent, the Documentation Agent and each Bank and each officer, director, employee and affiliate of the Administrative Agent, the Syndication Agent, the Documentation Agent and each Bank from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation, litigation or other proceeding related to (A) the use of the proceeds of any Loans, including, without limitation, any acquisition or purchase of Shares effected or proposed to be added to and become part effected by the Borrower, the Parent or any Parent Subsidiary with the proceeds of the Loans until paid or (B) the execution, delivery and performance of this Agreement, any Revolving Credit Note or any Related Document by the Borrower, the Parent or any Parent Subsidiary insofar as it relates to any such acquisition or purchase, including, without limitation, in full. The agreements each case, the reasonable fees and disbursements of counsel incurred in this section shall survive the termination of the Commitments and repayment of all connection with any such investigation, litigation or other Indebtedness hereunder or under the other Loan Documentsproceeding.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender Agent and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (iii) arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or and the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Agent and the Banks to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes Note and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes Note or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes Note or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Lender to be payable in connection with this Agreement, the Notes Note or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes Note or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys' and paralegals paralegals' fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes Note in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to Borrowers will pay promptly following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid and to save: (a) on behalf of the Administrative Agent, the Collateral Agent, the Revolving Agent harmless against liability for or the payment of all Participating Lenders, including, without limitation, reasonable out-of-pocket expensesfees, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the Administrative Agent or the Revolving Agent, incurred by accounting, due diligence, investigations, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals arising from or relating to: (a) subject to the Agent from time to time (i) arising in connection with terms of the Fee Letter, the negotiation, preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents and Documents, (iib) relating to any requested amendmentsamendments (other than amendments requested solely by the Lenders), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (bc) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of Lenders’ rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(d) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLenders, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (e) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (f) 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, (g) any attempt to collect from any Borrower or any other Credit Party, (h) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including, without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (i) all liabilities and costs arising from or in connection with the past, present or future operations of a Credit Party 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, (j) any Environmental Liabilities and Costs incurred in connection with facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of a Credit Party or (k) any liabilities and costs incurred in connection with any Environmental Lien. The Borrower agrees Without limitation of the foregoing or any other provision of any Loan Document: (i) the Borrowers agree to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLenders to be payable in connection with this Agreement or any other Loan Document, Issuing Bank, Swing Line Lender and the Banks Borrowers agree to 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 Other Taxes. In taxes, fees or impositions, (ii) the event of a determination adverse Borrowers agree to the Borrower of pay all broker fees with respect to any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred broker retained by the Agent, Issuing Bank, Swing Line Lender and the Banks Borrowers or the holder any of the Notes their Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and (iii) during the continuance of a Default or an Event of Default, if a Credit Party (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such action payments or suitdeposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 7.15, then the Administrative Agent, in its sole discretion and without prior notice to the Borrowers, may do any or all of the following, without duplication: (1) make payment of the same or any part thereof, (2) in the case of any failure described in clause (iii)(C) above, obtain and maintain insurance policies of the type described in Section 5.01(r) and take the actions with respect to such policies which are authorized pursuant to Article XII. All Any payment described above in clause (2) shall not constitute an agreement by the Lenders to make similar payments due in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent and Revolving Agent need not inquire as to, or contest the validity of, any such obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section will be added 13.05 are subject to the limitations set forth in Section 8.07, solely to the extent applicable. The Administrative Agent and become part Revolving Agent agree to provide to the Borrowers an invoice with respect to each cost or expense incurred in connection with the Loan Documents by any Lender promptly upon the Administrative Agent’s or Revolving Agent’s receipt thereof, and agree, upon the reasonable request of the Loans until paid in full. The agreements in this section shall survive Borrowers, to provide reasonable backup information with respect to such costs or expenses (subject to the termination right of the Commitments Administrative Agent and repayment of all other Indebtedness hereunder Revolving Agent to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender Agent and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks from time to time (i) arising in connection with the Agent'spreparation, Issuing Bank'sexecution, Swing Line Lender's and/or delivery and performance of this Agreement, the Notes and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (iii) arising in connection with the Agent and the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents includingDocuments, including but not limited to, to such reasonable expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future reasonably determined by the Agent and the Banks to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to Without any further order of the Bankruptcy Court, and regardless of whether or not the transactions contemplated hereby are consummated, the Borrowers will pay on demand all reasonable, out-of-pocket costs and expenses incurred by or cause to be paid on behalf of the Lenders, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees, costs, client charges and to saveexpenses of counsel for the Lenders, accounting, due diligence (other than the due diligence covered by the Due Diligence Fee), periodic field audits, physical counts, valuations, inventory verification and analysis, investigations, searches and filings, monitoring of assets, appraisals of Collateral, real estate appraisals, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Revolving Loan Documents and Documents, (iiincluding, without limitation, the preparation of any additional Revolving Loan Documents), (b) relating to any requested amendments, waivers or consents to this AgreementAgreement or the other Revolving Loan Documents whether or not such documents become effective or are given, (c) the Notes or preservation and protection of any of the Lenders' rights under this Agreement or the other Revolving Loan Documents and Documents, (bd) the defense of any claim or action asserted or brought against the Agent or the Lenders by any Person that arises from or relates to this Agreement, any other Revolving Loan Document, the Agent's or the Lenders' claims against the Borrowers and each other Borrower, Issuing Bankor any and all matters in connection therewith, Swing Line Lender and (e) the Banks harmless against liability for commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Revolving Loan Document, (f) the payment filing of all reasonable out-any petition, complaint, answer, motion or other pleading by the 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 Revolving Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of-pocket expenses, any Collateral or other security in connection with this Agreement or any other Revolving Loan Document, including, but not limited without limitation, the hiring and retention of liquidation agents and consultants, replacement management or staff and temporary staff, (h) any attempt to reasonable fees and expenses of counsel and paralegals for enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Revolving Loan Document, (i) any attempt to collect from the AgentBorrowers, Issuing Bank, Swing Line Lender and (j) the Banks, incurred receipt by the AgentAgent or the Lenders of any advice from professionals with respect to any of the foregoing, Issuing Bank, Swing Line Lender and/or the Banks (k) all liabilities and costs arising from time to time arising or in connection with the Agent'spast, Issuing Bank'spresent or future operations of the Borrowers 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, Swing Line Lender's upon or into such property, (l) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the Banks' enforcement operations of any facility of any Borrower or preservation (m) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of rights under this Agreement, the Notes foregoing or any other provision of any Revolving Loan Document: (x) the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter payable in connection with this Agreement, the Notes Agreement or any other Revolving Loan Document, in accordance with applicable Law. The Borrower agrees and the Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxes. In taxes, fees or impositions, (y) the event of a determination adverse Borrowers agree to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to pay all other sums which the Borrower broker fees that may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes become due in connection with the transactions contemplated by this Agreement (other than any such action or suit. All payments due under this Section will be added to and fees that become part payable solely as a result of actions of the Loans until paid in full. The agreements in this section shall survive the termination Agent or any of the Commitments Lenders), and repayment (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Revolving Loan Document, the Agent may itself perform or cause performance of all other Indebtedness hereunder such covenant or under agreement, and the other Loan Documentsexpenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Note in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans Obligations until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to OPY Credit Corp. will pay promptly following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid and to save: (a) on behalf of the Agent harmless against liability for the payment of all Lender including, without limitation, reasonable out-of-pocket expensesfees, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the AgentLender, incurred arising from or relating to: (a) any requested amendments (other than amendments requested solely by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendmentsLender), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Facility Documents and whether or not such documents become effective or are given, (b) the Agentpreservation and protection of any of the Lender’s rights under this Agreement or the other Facility Documents, Issuing Bank(c) the filing of any petition, Swing Line complaint, answer, motion or other pleading by the Lender, or the taking of any action in respect of the Collateral, in connection with this Agreement or any other Facility Document, (d) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral in connection with this Agreement or any other Facility Document, (e) any attempt to enforce any Lien or security interest in any Collateral in connection with this Agreement or any other Facility Document, (f) any attempt to collect from OPY Credit Corp., or (g) during the continuance of a Termination Event, the receipt by the Lender and of any advice from its professionals (including without limitation, the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of counsel this Agreement or any other Facility Document). Without limitation of the foregoing or any other provision of any Facility Document: (x) OPY Credit Corp. agrees to pay all stamp, document, transfer, recording or filing taxes or fees and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred similar impositions now or hereafter determined by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising be payable in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation execution of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower and OPY Credit Corp. agrees to pay all Other Taxes payable in connection with this Agreement, hold the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxes. In the event of a determination adverse taxes, fees or impositions, and (y) OPY Credit Corp. agrees to the Borrower of pay all broker fees with respect to any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower broker retained by OPY Credit Corp. that may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes become due in connection with the transactions contemplated by this Agreement. The Lender agree to provide to OPY Credit Corp. an invoice with respect to each cost or expense incurred in connection with this Agreement promptly upon the Lender’s receipt thereof, and agrees, upon the reasonable request of OPY Credit Corp., to provide reasonable backup information with respect to such action costs or suit. All payments due under this Section will be added expenses (subject to and become part the right of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder Lender to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent and the Banks harmless against liability for the payment of all reasonable out-of-of- pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the AgentAgent and the Banks, incurred by the Agent and the Banks from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or and the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent and the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Agent and the Banks to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Bank to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Note in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable to, fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes Agreement and the other Loan Documents and Documents; (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and Documents; (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes Agreement or any of the other Loan Documents Documents, including, but not limited tolimited, to such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the LoansLender; and (iv) arising in connection with any case under the Bankruptcy Code filed by or against the Borrowers (or any of them). The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Lender to be payable in connection with this Agreement, the Notes Agreement or any other Loan Document, in accordance with applicable Law. The Borrower agrees Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination termination adverse to the Borrower Borrowers of any action at Law law or suit in equity in relation to this Agreement, the Notes Agreement or the other Loan Documents, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due from the Borrowers under this Section 10.06 will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. (a) The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for save the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender Bank and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, the Issuing Bank, Swing Line Lender Bank and the Banks, incurred by the Agent, the Issuing Bank, Swing Line Lender and/or Bank or the Banks from time to time and (a) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes, a Letter of Credit and the Loan Documents, (b) relating to any requested amendments, waivers or consents to this Agreement, the Notes, a Letter of Credit or any Loan Document, (c) arising in connection with the Agent's, the Issuing Bank's, Swing Line Lender's and/or the Banks' or any Bank's enforcement or preservation of rights under this Agreement, the Notes Notes, a Letter of Credit or any of the other Loan Documents includingDocument, including but not limited to, to such expenses as may be incurred by the Agent, the Issuing Bank, Swing Line Lender and/or the Banks Bank or any Bank in the collection of the outstanding principal amount Notes and any litigation, proceeding, dispute or so-called "workout" in any way related to the Loans, a Letter of Credit or a Letter of Credit Reimbursement Obligations. The Borrowers hereby agree to indemnify the Agent, the Issuing Bank and the Banks from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation, litigation or other proceeding related to any use or proposed use of the Loansproceeds of any Loans or a Letter of Credit or the Borrowers' entry into and performance of this Agreement, the Notes or any Loan Document (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). (b) The Borrowers further agree to and hereby do indemnify and hold harmless the Agent, the Issuing Bank, the Banks, the Participants and each affiliate and each director, officer, employee and agent of each thereof and the other banks and financial institutions which may be offered to participate in the transactions contemplated by this Agreement, the Notes and the Loan Documents and each affiliate and each director, officer, employee and agent thereof (the "Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities to which any thereof may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings, including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from a claim made by any third party in respect of the transactions described herein or the financing contemplated hereby (whether or not any Indemnified Party is a party to any action or proceeding out of which any such losses, claims, damages, expenses or liabilities arise), and agrees to reimburse the Indemnified Parties for any reasonable legal or other expenses incurred by any thereof in or in connection with investigating, preparing to defend, defending or otherwise participating in any such claim, action or proceeding related to any such loss, claim, damage or liability, except that the Borrowers shall not be obligated to indemnify, hold harmless or reimburse an Indemnified Party for any such losses, claims, damages, expenses or liabilities to the extent that the same are determined in a final judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the Indemnified Party seeking such indemnity. The Borrower agrees Agent, the Issuing Bank and the Banks hereby agree to give the Borrowers prompt written notice of the incurrence of any loss, claim, damage, expense or liability (or the institution of any action, suit or proceeding, including any inquiry or investigation, or claim in respect thereof) which may give rise to an obligation by the Borrowers to indemnify an Indemnified Party pursuant to this paragraph promptly upon becoming aware thereof. The Borrowers hereby agree that the Agent's, the Issuing Bank's or any Bank's failure to give any such notice shall not excuse their performance of their obligations pursuant to this paragraph except to the extent that any such failure shall be determined in a final judgment by a court of competent jurisdiction to have resulted in material prejudice to the Borrowers. (c) The Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent, the Issuing Bank or the Banks to be payable in connection with this Agreement, the Notes Notes, a Letter of Credit or any other Loan Document, in accordance with applicable Law. The Borrower agrees and the Borrowers agree to save the Agent, the Issuing Bank, Swing Line Lender Bank and the Banks 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 Other Taxes. taxes, fees or impositions. (d) In the event of termination adversely to a determination adverse to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes Notes, a Letter of Credit or the other any Loan DocumentsDocument, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys and paralegals attorneys' fees incurred by the Agent, the Issuing Bank, Swing Line Lender and the Banks Bank or the holder of the Notes any Bank in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks harmless from and against any and all present or future claims, liabilities or losses 270034751 270134563 with respect to or resulting from any omission to pay or delay in paying any such Other Taxes. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, expenses including, but not limited to to, reasonable fees and expenses of counsel and paralegals for the AgentLender, incurred by the Agent Lender from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes Note and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes Note or any of the other Loan Documents and (biii) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' ’s enforcement or preservation of rights under this Agreement, the Notes Note or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined in good faith by the Lender to be payable in connection with this Agreement, the Notes Note or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes Note or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys attorneys’ and paralegals paralegals’ fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes Note in connection with such action or suit. All payments due from the Borrower under this Section will be added to and become part of the Loans Debt until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to will pay promptly following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid and to save: (a) on behalf of the Agent harmless against liability for the payment of all Lender, including, without limitation, reasonable out-of-pocket expensesfees, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the AgentLender, incurred accounting, due diligence, investigations, miscellaneous disbursements, examination, travel, lodging and meals arising from or relating to: (a) any requested amendments (other than amendments requested solely by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendmentsLender), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (b) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of ’s rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(b) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLender, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other Security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (b) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other Security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (b) 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, (f) any attempt to collect from the Borrower, or (g) during the continuance of an Event of Default, the receipt by the Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document). The Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLender to be payable in connection with this Agreement or any other Loan Document (other than such amounts to the extent they arise on the execution hereof), Issuing Bank, Swing Line Lender and the Banks Borrower agrees to hold the 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 Other Taxes. In taxes, fees or impositions, (y) the event Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower that may become due in connection with the transactions contemplated by this Agreement and (z) during the continuance of a determination adverse Default or an Event of Default, if the Borrower (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of the Borrower, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable, then the Lender, in its sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) in the case of any failure described in Section 14.05(z)(C), obtain and maintain insurance policies and take actions with respect to such policies. Any payment described above in clause (z) shall not constitute an agreement by the Lender to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Lender need not inquire as to, or contest the validity of, any such obligation. The Lender agrees to provide to the Borrower of any action at Law an invoice with respect to each cost or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees expense incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to the Loan Documents by it, and become part agrees, upon the reasonable request of the Loans until paid in full. The agreements in this section shall survive Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the termination right of the Commitments and repayment of all other Indebtedness hereunder Lender to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: will pay, two (a2) the Agent harmless against liability for the payment of Business Days following demand therefor, all reasonable out-of-pocket expensesfees, costs and expenses incurred by or on behalf of the Administrative Agent, regardless of whether the transactions contemplated hereby are consummated, including, but not limited to reasonable fees without limitation, out-of-pocket fees, costs and expenses of counsel and paralegals (but excluding in-house counsel) for the Administrative Agent, incurred by the Agent from time to time (i) arising in connection accounting, due diligence, physical counts, valuations, fees of Rating Agencies associated with the rating of the Loans, investigations, monitoring of assets, appraisals of Collateral, UCC searches, environmental assessments, miscellaneous disbursements, financial examination, travel, lodging and meals arising from or relating to: (a) the negotiation, preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents and Documents, (iib) relating to any requested amendmentsamendments (other than amendments requested solely by the Lenders), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (bc) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the BanksLenders' enforcement or preservation of rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(d) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLenders, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (e) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (f) 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, (g) any attempt to collect from the Borrower or any other Loan Party, (h) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document); PROVIDED, that the Lenders, to the extent that they consider it to be commercially reasonable, will use a single group of financial advisors and accountants and to the extent that either the Term Lenders, acting as a single group, or the Revolving Lenders, acting as a single group, do not consider it reasonably advisable under the circumstances to use a single group of financial advisors and accountants, then each of the Term Lenders, acting as a group, and the Revolving Lenders, acting as a group, may use different groups of financial advisors and accountants, (i) all liabilities and costs arising from or in connection with the past, present or future operations of the Borrower and 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, (j) any liabilities and costs incurred in connection with any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of the Borrower and the Guarantors, or (k) any liabilities and costs incurred in connection with any Environmental Lien. The Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLenders to be payable in connection with this Agreement or any other Loan Document, Issuing Bank, Swing Line Lender and the Banks Borrower agrees to 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 Other Taxestaxes, fees or impositions, (y) the Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement, and (z) during the continuance of (i) a Payment Event of Default or (ii) an Event of Default created by a violation of SECTION 9.07 OR ARTICLE X, if the Borrower or a Guarantor (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of the Borrower or any of its Subsidiaries, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with SECTION 7.05, except with respect to A, B, or C above, to the extent permitted pursuant to the terms of this Agreement, then, the Administrative Agent, in its sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) set up such reserves in Borrower's Term Loan Account as the Administrative Agent deems necessary to protect the Lenders from the exposure created by such failure, or (Z) in the case of any failure described in SECTION 14.04(Z)(C), obtain and maintain insurance policies of the type described in SECTION 7.05 and take the actions with respect to such policies which are authorized pursuant to SECTION 13.21(C). In Any payment described above in clause (z) shall not constitute an agreement by the event Lenders to make similar payments in the future or a waiver by the Lenders of a determination adverse any Event of Default under this Agreement. The Administrative Agent need not inquire as to, or contest the validity of, any such obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this SECTION 14.04 are subject to the limitations set forth in SECTION 9.06, solely to the extent applicable. The Administrative Agent agrees to provide to the Borrower of any action at Law an invoice with respect to each cost or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees expense incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to the Loan Documents by any Lender promptly upon the Administrative Agent's receipt thereof, and become part agrees, upon the reasonable request of the Loans until paid in full. The agreements in this section shall survive Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the termination right of the Commitments and repayment of all other Indebtedness hereunder Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to will pay promptly following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid and to save: (a) on behalf of the Agent harmless against liability for the payment of all Administrative Agent, including, without limitation, reasonable out-of-pocket expensesfees, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the Administrative Agent, incurred by the Agent from time to time (i) arising in connection accounting, due diligence, fees of Rating Agencies associated with the rating of the Loans, investigations, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals arising from or relating to: (a) subject to the terms of the Fee Letter, the negotiation, preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents and Documents, (iib) relating to any requested amendmentsamendments (other than amendments requested solely by the Lenders), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (bc) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of Lenders’ rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(d) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLenders, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other Security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (e) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other Security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (f) 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, (g) any attempt to collect from any Borrower or any other Credit Party, (h) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (i) all liabilities and costs arising from or in connection with the past, present or future operations of a Credit Party 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, (j) any Environmental Liabilities and Costs incurred in connection with facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of a Credit Party or (k) any liabilities and costs incurred in connection with any Environmental Lien. The Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLenders to be payable in connection with this Agreement or any other Loan Document, Issuing Bank, Swing Line Lender and the Banks Borrower agrees to 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 Other Taxes. In taxes, fees or impositions, (y) the event Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and (z) during the continuance of a determination adverse Default or an Event of Default, if a Credit Party (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 8.03, then the Administrative ­NY12534:166729.34 Agent, in their sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) in the case of any failure described in Section 14.05(z)(C), obtain and maintain insurance policies of the type described in Section 7.05 and take the actions with respect to such policies which are authorized pursuant to Section 12.21(c). Any payment described above in clause (z) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent need not inquire as to, or contest the validity of, any such obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 14.05 are subject to the limitations set forth in Section 9.07, solely to the extent applicable. The Administrative Agent agree to provide to the Borrower of any action at Law an invoice with respect to each cost or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees expense incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to the Loan Documents by any Lender promptly upon the Administrative Agent’s receipt thereof, and become part agrees, upon the reasonable request of the Loans until paid in full. The agreements in this section shall survive Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the termination right of the Commitments and repayment of all other Indebtedness hereunder Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) save the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or Agent or the Banks from time to time (a) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes, the Security Documents, the Guaranties and any documents, instruments or transactions pursuant to or in connection herewith or therewith, (b) relating to any requested amendments, waivers or consents to this Agreement, the Notes, the Security Documents, the Guaranties or any such documents or instruments and (c) arising in connection with the Agent's, Issuing 's or any Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes Notes, the Security Documents, the Guaranties or any of the other Loan Documents includingsuch documents or instruments, including but not limited to, to such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Agent or any Bank in the collection of the outstanding principal amount of the LoansNotes. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent. or any Bank to be payable in connection with this Agreement, the Notes Notes, the Security Documents, the Guaranties or any other Loan Documentdocuments, instruments or transactions pursuant to or in accordance with applicable Law. The connection herewith or therewith, and the Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks each Bank 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse termination adversely to the Borrower of any action at Law law or suit in equity in relation to this Agreement, Agreement or the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals attorneys' fees incurred by the Agent, Issuing Bank, Swing Line Lender Agent and the Banks or the holder of the Notes any Note in connection with such action or suit. All payments due under this Section will be added In addition to the foregoing, the Borrower hereby agrees to indemnify the Agent and become part each Bank and their respective directors, officers, employees and agents as well as their successors and assigns and any Person that formerly was one of the Loans until paid in full. The agreements in this section shall survive foregoing (collectively, an "Indemnified Person") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) or any other liabilities of an Indemnified Person relating to any actual or proposed use by the termination Borrower of the Commitments proceeds of any of the Loans, or other matters respecting this Agreement or any agreement or instrument delivered in connection herewith, including without limitation the reasonable fees and repayment disbursements of all their counsel incurred in connection with any such investigation or litigation or other Indebtedness hereunder or under the other Loan Documentsproceedings.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid paid, on demand, and to save: (a) save the Agent Lender harmless against liability for the payment of of, all reasonable out-of-pocket expenses, includingregardless of whether the transactions contemplated hereby are consummated, including but not limited to reasonable fees and expenses of counsel and paralegals for the AgentLender, accounting, due diligence, periodic field audits (not to exceed one audit per year), investigation, monitoring of assets, syndication, miscellaneous disbursements, examination, travel, lodging and meals, incurred by the Agent Lender from time to time arising from or relating to: (i) arising in connection with the negotiation, preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Loan Documents and Documents, (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (biii) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to, such expenses as may be incurred (iv) the defense of any claim or action asserted or brought against the Lender by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees any Person that arises from or relates to pay all Other Taxes payable in connection with this Agreement, any other Loan Document, the Notes Lender's claims against the Loan Party, or any and all matters in connection therewith, (v) the commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Loan Document, (vi) the filing of any petition, complaint, answer, motion or other pleading by the Lender in accordance connection with applicable Lawthis Agreement or any other Loan Document, (vii) any attempt to collect from any Loan Party, (viii) the receipt of any advice with respect to any of the foregoing, (ix) all liabilities and costs arising from or in connection with the past, present or future operations of the Loan Parties 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, (x) any Environmental Liabilities and Costs 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 any Loan Party, or (xi) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. The Without limitation of the foregoing or any other provision of any Loan Document: (A) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Lender to be payable in connection with this Agreement or any other Loan Document, and the Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxes. In the event of a determination adverse to taxes, fees or impositions, and (B) if the Borrower of fails to perform any action at Law covenant or suit agreement contained herein or in equity in relation to this Agreementany other Loan Document, the Notes Lender may itself perform or cause performance of such covenant or agreement, and the other Loan Documents, expenses of the Borrower will pay, Lender incurred in addition to all other sums which the Borrower may connection therewith shall be required to pay, a reasonable sum for attorneys and paralegals fees incurred reimbursed on demand by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan DocumentsBorrower.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxes. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.. 270134563

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to Without any further order of the Bankruptcy Court, and regardless of whether or not the transactions contemplated hereby are consummated, the Borrowers will pay on demand all reasonable, out-of-pocket costs and expenses incurred by or cause to be paid on behalf of the Tranche A Lenders, regardless of whether the transactions contemplated hereby are consummated (provided that such reimbursement amount shall not exceed $500,000 if the transactions contemplated hereby are not consummated), including, without limitation, reasonable fees, costs, client charges and to saveexpenses of counsel for the Tranche A Lenders, accounting, due diligence (other than the due diligence covered by the Due Diligence Fee), periodic field audits, physical counts, valuations, inventory verification and analysis, investigations, searches and filings, monitoring of assets, appraisals of Collateral, real estate appraisals, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this Agreement, the Notes Agreement and the other Tranche A Revolving Loan Documents and Documents, (iiincluding, without limitation, the preparation of any additional Tranche A Revolving Loan Documents), (b) relating to any requested amendments, waivers or consents to this AgreementAgreement or the other Tranche A Revolving Loan Documents whether or not such documents become effective or are given, (c) the Notes or preservation and protection of any of the Tranche A Lenders’ rights under this Agreement or the other Tranche A Revolving Loan Documents and Documents, (bd) the defense of any claim or action asserted or brought against the Agent or the Tranche A Lenders by any Person that arises from or relates to this Agreement, any other Tranche A Revolving Loan Document, the Agent’s or the Tranche A Lenders’ claims against the Borrowers and each other Borrower, Issuing Bankor any and all matters in connection therewith, Swing Line Lender and (e) the Banks harmless against liability for commencement or defense of, or intervention in, any court proceeding arising from or related to this Agreement or any other Tranche A Revolving Loan Document, (f) the payment filing of all reasonable out-any petition, complaint, answer, motion or other pleading by the Agent or the Tranche A Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement or any other Tranche A Revolving Loan Document, (g) the protection, collection, lease, sale, taking possession of or liquidation of-pocket expenses, any Collateral or other security in connection with this Agreement or any other Tranche A Revolving Loan Document, including, but not limited without limitation, the hiring and retention of liquidation agents and consultants, replacement management or staff and temporary staff, (h) any attempt to reasonable fees and expenses of counsel and paralegals for enforce any Lien or security interest in any Collateral or other security in connection with this Agreement or any other Tranche A Revolving Loan Document, (i) any attempt to collect from the AgentBorrowers, Issuing Bank, Swing Line Lender and (j) the Banks, incurred receipt by the AgentAgent or the Tranche A Lenders of any advice from professionals with respect to any of the foregoing, Issuing Bank, Swing Line Lender and/or the Banks (k) all liabilities and costs arising from time to time arising or in connection with the Agent'spast, Issuing Bank'spresent or future operations of the Borrowers 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, Swing Line Lender's upon or into such property, (l) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or remediation of any Hazardous Materials present or arising out of the Banks' enforcement operations of any facility of any Borrower or preservation (m) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of rights under this Agreement, the Notes foregoing or any other provision of any Tranche A Revolving Loan Document: (x) the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter payable in connection with this Agreement, the Notes Agreement or any other Tranche A Revolving Loan Document, in accordance with applicable Law. The Borrower agrees and the Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender Agent and the Banks Tranche A 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 Other Taxes. In taxes, fees or impositions, (y) the event of a determination adverse Borrowers agree to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to pay all other sums which the Borrower broker fees that may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes become due in connection with the transactions contemplated by this Agreement (other than any such action or suit. All payments due under this Section will be added to and fees that become part payable solely as a result of actions of the Loans until paid in full. The agreements in this section shall survive the termination Agent or any of the Commitments Tranche A Lenders), and repayment (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Tranche A Revolving Loan Document, the Agent may itself perform or cause performance of all other Indebtedness hereunder such covenant or under agreement, and the other Loan Documentsexpenses of the Agent incurred in connection therewith shall be reimbursed on demand by the Borrowers.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to be paid and to save: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendments, waivers or consents to this Agreement, the Notes or any of the other Loan Documents and (b) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes or any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or in the future determined by the Agent, Issuing Bank, Swing Line Lender and the Banks to be payable in connection with this Agreement, the Notes or any other Loan Document, in accordance with applicable Law. The Borrower agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks 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 Other Taxestaxes, fees or impositions. In the event of a determination adverse to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to will pay promptly following demand therefor, all reasonable fees, costs and expenses incurred by or cause to be paid and to save: (a) on behalf of the Agent harmless against liability for the payment of all Administrative Agent, including, without limitation, reasonable out-of-pocket expensesfees, including, but not limited to reasonable fees costs and expenses of counsel and paralegals for the Administrative Agent, incurred accounting, investigations, environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals arising from or relating to: (a) any requested amendments (other than amendments requested solely by the Agent from time to time (i) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes and the other Loan Documents and (ii) relating to any requested amendmentsLenders), waivers or consents to this Agreement, the Notes Agreement or any of the other Loan Documents and whether or not such documents become effective or are given, (b) the Agent, Issuing Bank, Swing Line Lender preservation and protection of any of the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of Lenders’ rights under this Agreement, the Notes Agreement or any of the other Loan Documents includingDocuments, but not limited to(c) the filing of any petition, such expenses as may be incurred complaint, answer, motion or other pleading by the AgentLenders, Issuing Bank, Swing Line Lender and/or or the Banks taking of any action in the collection respect of the outstanding principal amount of the Loans. The Borrower agrees to pay all Other Taxes payable Collateral or other Security, in connection with this Agreement, the Notes Agreement or any other Loan Document, (d) the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other Security in accordance connection with applicable Lawthis Agreement or any other Loan Document, (e) 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, (f) any attempt to collect from any Borrower or any other Credit Party, (g) during the continuance of an Event of Default, the receipt by any Lender of any advice from its professionals (including without limitation, the reasonable fees of its outside attorneys and consultants) with respect to any of the foregoing (to the extent that such fees, costs and expenses are not otherwise recoverable pursuant to any other provision of this Agreement or any other Loan Document), (h) all liabilities and costs arising from or in connection with the past, present or future operations of a Credit Party 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, (i) any Environmental Liabilities and Costs incurred in connection with facility of any Credit Party including any Remedial Action for any Hazardous Materials present or arising out of the operations of any facility of a Credit Party or (j) any liabilities and costs incurred in connection with any Environmental Lien. The Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to save pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the AgentLenders to be payable in connection with this Agreement or any other Loan Document, Issuing Bank, Swing Line Lender and the Banks Borrower agrees to 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 Other Taxes. In taxes, fees or impositions, (y) the event Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of its Subsidiaries that may become due in connection with the transactions contemplated by this Agreement and (z) during the continuance of a determination adverse Default or an Event of Default, if a Credit Party (A) fails to make any payments or deposits with respect to any taxes of any kind or nature to the extent that such payments or deposits are due and payable prior to delinquency, (B) fails to make any payments or deposits with respect to any other governmental assessment prior to the time that any Lien may inure against any property of any Credit Party, or (C) fails to make any payments or deposits with respect to any insurance premiums then due and payable or otherwise comply with Section 8.03, then the Administrative Agent, in their sole discretion and without prior notice to the Borrower, may do any or all of the following, without duplication: (X) make payment of the same or any part thereof, (Y) in the case of any failure described in Section 14.05(z)(C), obtain and maintain insurance policies of the type described in Section 7.05 and take the actions with respect to such policies which are authorized pursuant to Section 12.21(c). Any payment described above in clause (z) shall not constitute an agreement by the Lenders to make similar payments in the future or a waiver by the Lenders of any Event of Default under this Agreement. The Administrative Agent need not inquire as to, or contest the validity of, any such obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 14.05 are subject to the limitations set forth in Section 9.07, solely to the extent applicable. The Administrative Agent agree to provide to the Borrower of any action at Law an invoice with respect to each cost or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to all other sums which the Borrower may be required to pay, a reasonable sum for attorneys and paralegals fees expense incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes in connection with such action or suit. All payments due under this Section will be added to the Loan Documents by any Lender promptly upon the Administrative Agent’s receipt thereof, and become part agrees, upon the reasonable request of the Loans until paid in full. The agreements in this section shall survive Borrower, to provide reasonable backup information with respect to such costs or expenses (subject to the termination right of the Commitments and repayment of all other Indebtedness hereunder Administrative Agent to take whatever steps are reasonably necessary to protect any confidential or under the other Loan Documentsprivileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrower Mortgagor agrees to pay or cause to be paid and to save: (a) the Agent save Mortgagee harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent Mortgagee from time to time time: (ia) arising in connection with the preparation, execution, delivery and performance of this AgreementMortgage, the Notes Note and the other Loan Documents Documents, including reasonable fees and expenses of counsel for Mortgagee; (iib) relating to any requested amendments, waivers or consents to this AgreementMortgage, the Notes Note or any of the other Loan Documents and (b) the AgentDocument, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to including reasonable fees and expenses of counsel for Mortgagee; and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time (c) arising in connection with the Agent's, Issuing Bank's, Swing Line LenderMortgagee's and/or the Banks' enforcement or preservation of rights under this AgreementMortgage, the Notes Note or any of the other Loan Documents includingDocument, but not limited to, including such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Mortgagee in the collection of the outstanding principal amount Note or the realization of security given for the LoansNote. The Borrower Mortgagor agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by Mortgagee to be payable in connection with this AgreementMortgage, the Notes Note or any other Loan DocumentDocuments, in accordance with applicable Law. The Borrower and Mortgagor agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks Mortgagee 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 Other Taxestaxes, fees or impositions. Mortgagor agrees to pay and to save Mortgagee harmless against liability for the payment of all out-of-pocket expenses incurred by Mortgagee in connection with its review of any repair, replacement, alteration, improvement or restoration to the Mortgaged Property in connection with the requirements of Sections 2.02, 2.05 and 2.13, including the fees and expenses of counsel for Mortgagee and of any architect engaged by Mortgagee to review plans and specifications, inspect work or provide advice with respect to determinations to be made by Mortgagee in connection therewith. In the event of a determination adverse termination adversely to the Borrower Mortgagor of any action at Law law or suit in equity in relation to this AgreementMortgage, the Notes Note or the any other Loan DocumentsDocument, the Borrower Mortgagor will pay, in addition to all other sums which the Borrower Mortgagor may be required to pay, a reasonable sum for attorneys and paralegals all attorneys' fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes Mortgagee in connection with such action or suit. All payments due amounts payable by Mortgagor under this Section will 6.09 shall be added to and become part of paid within five days after demand by Mortgagee with interest at the Loans Default Rate specified in the Note until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documentspaid.

Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to Each Maker will pay on demand, all costs and expenses incurred by or cause to be paid on behalf of each holder, including reasonable fees, costs, client charges and to saveexpenses of counsel for each holder, accounting, due diligence, periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or relating to: (a) the Agent harmless against liability for the payment of all reasonable out-of-pocket expensesnegotiation, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent from time to time (i) arising in connection with the preparation, execution, delivery delivery, performance and performance administration of this AgreementNote and any other Subordinated Debt Document, the Notes and the other Loan Documents and (iib) relating to any requested amendments, waivers or consents to this Agreement, the Notes Note or any of the other Loan Documents and Subordinated Debt Document whether or not such documents become effective or are given, (bc) the Agentenforcement, Issuing Bankpreservation and protection of any holder’s rights under this Note or any other Subordinated Debt Document, Swing Line Lender (d) the defense of any claim or action asserted or brought against any holder by any Person that arises from or relates to this Note or any other Subordinated Debt Document or any holder’s claims against any Maker or any Guarantor, or any and all matters in connection therewith, (e) the Banks harmless against liability for commencement or defense of, or intervention in, any court proceeding arising from or related to this Note or any other Subordinated Debt Document, (f) the payment filing of any petition, complaint, answer, motion or other pleading by any holder, in connection with this Note or any other Subordinated Debt Document, (g) any attempt to collect from any Maker or any Guarantor, (h) all reasonable out-of-pocket expenses, including, but not limited to reasonable fees liabilities and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks costs arising from time to time arising or in connection with the Agent'spast, Issuing Bank'spresent or future operations of any Maker or any Guarantor 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, Swing Line Lender's and/or upon or into such property, (i) any environmental liabilities incurred in connection with the Banks' enforcement investigation, removal, cleanup or preservation remediation of rights under this Agreementany hazardous materials present or arising out of the operations of any facility owned or operated by any Maker or any Guarantor, (j) any environmental liabilities incurred in connection with any environmental lien, or (k) the Notes or receipt by any holder of any advice from professionals with respect to any of the other Loan Documents including, but not limited to, such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks in the collection foregoing. Without limitation of the outstanding principal amount foregoing or any other provision of the Loans. The Borrower any Subordinated Debt Document: (x) each Maker agrees to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by any holder to be payable in connection with this Agreement, the Notes Note or any other Loan Subordinated Debt Document, in accordance with applicable Law. The Borrower and each Maker agrees to save the Agent, Issuing Bank, Swing Line Lender and the Banks each holder 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 Other Taxes. In taxes, fees or impositions, (y) the event of a determination adverse Makers agree to the Borrower of any action at Law or suit in equity in relation to this Agreement, the Notes or the other Loan Documents, the Borrower will pay, in addition to pay all other sums which the Borrower broker fees that may be required to pay, a reasonable sum for attorneys and paralegals fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes become due in connection with the transactions contemplated by this Note and the other Subordinated Debt Documents, and (z) if any Maker fails to perform any covenant or agreement contained herein or in any other Subordinated Debt Document, the holder may itself perform or cause performance of such action covenant or suit. All payments due under this Section will be added to agreement, and become part the expenses of the Loans until paid holder incurred in full. The agreements in this section connection therewith shall survive be reimbursed on demand by the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan DocumentsMakers.

Expenses; Taxes; Attorneys’ Fees. (a) The Borrower agrees Borrowers agree to pay or cause to be paid and to save: (a) save the Agent Bank harmless against liability for the payment of all reasonable out-of-pocket expenses, including, including but not limited to reasonable fees and expenses of counsel and paralegals for the AgentBank, incurred by the Agent Bank from time to time and (ia) arising in connection with the preparation, execution, delivery and performance of this Agreement, the Notes Notes, a Letter of Credit and the other Loan Documents and Documents, (iib) relating to any requested amendments, waivers or consents to this Agreement, the Notes Notes, a Letter of Credit or any of the other Loan Documents and Document, (bc) the Agent, Issuing Bank, Swing Line Lender and the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including, but not limited to reasonable fees and expenses of counsel and paralegals for the Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks from time to time arising in connection with the Agent's, Issuing Bank's, Swing Line Lender's and/or the Banks' enforcement or preservation of rights under this Agreement, the Notes Notes, a Letter of Credit or any of the other Loan Documents includingDocument, including but not limited to, to such expenses as may be incurred by the Agent, Issuing Bank, Swing Line Lender and/or the Banks Bank in the collection of the outstanding principal amount Notes and any litigation, proceeding, dispute or so-called "workout" in any way related to the Loans, a Letter of Credit or a Letter of Credit Reimbursement Obligations. The Borrowers hereby agree to indemnify the Bank from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them arising out of or by reason of any investigation, litigation or other proceeding related to any use or proposed use of the Loansproceeds of any Loans or a Letter of Credit or the Borrowers' entry into and performance of this Agreement, the Notes or any Loan Document (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). (b) The Borrowers further agree to and hereby do indemnify and hold harmless the Bank, the Participants and each affiliate and each director, officer, employee and agent of each thereof and the other banks and financial institutions which may be offered to participate in the transactions contemplated by this Agreement, the Notes and the Loan Documents and each affiliate and each director, officer, employee and agent thereof (the "Indemnified Parties") from and against any and all losses, claims, damages, expenses or liabilities to which any thereof may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings, including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from a claim made by any third party in respect of the transactions described herein or the financing contemplated hereby (whether or not any Indemnified Party is a party to any action or proceeding out of which any such losses, claims, damages, expenses or liabilities arise), and agrees to reimburse the Indemnified Parties for any reasonable legal or other expenses incurred by any thereof in or in connection with investigating, preparing to defend, defending or otherwise participating in any such claim, action or proceeding related to any such loss, claim, damage or liability, except that the Borrowers shall not be obligated to indemnify, hold harmless or reimburse an Indemnified Party for any such losses, claims, damages, expenses or liabilities to the extent that the same are determined in a final judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of the Indemnified Party seeking such indemnity. The Borrower Bank hereby agrees to give the Borrowers prompt written notice of the incurrence of any loss, claim, damage, expense or liability (or the institution of any action, suit or proceeding, including any inquiry or investigation, or claim in respect thereof) which may give rise to an obligation by the Borrowers to indemnify an Indemnified Party pursuant to this paragraph promptly upon becoming aware thereof. The Borrowers hereby agree that the Bank's failure to give any such notice shall not excuse their performance of their obligations pursuant to this paragraph except to the extent that any such failure shall be determined in a final judgment by a court of competent jurisdiction to have resulted in material prejudice to the Borrowers. (c) The Borrowers agree to pay all Other Taxes stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Bank to be payable in connection with this Agreement, the Notes Notes, a Letter of Credit or any other Loan Document, in accordance with applicable Law. The Borrower agrees and the Borrowers agree to save the Agent, Issuing Bank, Swing Line Lender and the Banks Bank 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 Other Taxes. taxes, fees or impositions. (d) In the event of termination adversely to a determination adverse to the Borrower of any action at Law law or suit in equity in relation to this Agreement, the Notes Notes, a Letter of Credit or the other any Loan DocumentsDocument, the Borrower Borrowers will pay, in addition to all other sums which the Borrower Borrowers may be required to pay, a reasonable sum for attorneys and paralegals attorneys' fees incurred by the Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of the Notes Bank in connection with such action or suit. All payments due under this Section will be added to and become part of the Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and repayment of all other Indebtedness hereunder or under the other Loan Documents.