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

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree to pay or cause to be paid and to 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 but not limited to reasonable fees and expenses of counsel for the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (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, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of 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 a 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 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 and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note in connection with such action or suit. All of the foregoing fees, costs and expenses shall be part of the Obligations and payable on demand.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree Borrower agrees to pay or cause to be paid and to save the Agent and each Lender Lenders (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expenses, including but not limited to reasonable fees and expenses of counsel for the Agent and/or and each Lenderof the Lenders, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, 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, a any Note, Mortgage, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewiththerewith, and the Co-Lender Agreement, (ii) relating to any requested amendments (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, a any Note, Mortgage, any other Loan Document or any such other documents or instruments instruments, and (iii) relating to asset valuations of the Borrowers, or (iv) relating to any reorganization, bankruptcy or any other proceedings to which any Borrowers Borrower or their its properties become subject. The Borrowers, jointly and severally, Borrower further agree agrees to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of this Agreement, the Notes any Note, Mortgage, 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 a 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 Borrowers, jointly and severally, agree Borrower agrees to pay all 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 Notesany Note, Mortgage, any other Loan Document, Document or any other documents, instruments or transactions pursuant to or in connection herewiththerewith, and the Borrowers, jointly and severally, agree Borrower agrees to save the Agent and each Lender the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse adversely to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note any Note, Mortgage, or the any other Loan DocumentsDocument, the Borrowers, jointly and severally, Borrower will pay, in addition to all other sums which such Borrower may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note Notes in connection with such action or suit. All of the foregoing fees, costs and expenses shall be part of the Obligations 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 with respect to which such fees, costs and expenses were incurred.

Expenses; Taxes; Attorneys’ Fees. The BorrowersWithout any further order of the Bankruptcy Court, jointly and severallyregardless of whether or not the transactions contemplated hereby are consummated, agree to the Borrowers will pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of on demand all reasonable reasonable, out-of-pocket expensescosts and expenses incurred by or on behalf of the Tranche A Lenders, including but regardless of whether the transactions contemplated hereby are consummated (provided that such reimbursement amount shall not limited to exceed $500,000 if the transactions contemplated hereby are not consummated), including, without limitation, reasonable fees fees, costs, client charges and expenses of counsel for the Agent and/or each LenderTranche A Lenders, travel expensesaccounting, fees due diligence (other than the due diligence covered by the Due Diligence Fee), periodic field audits, physical counts, valuations, inventory verification and costs analysis, investigations, searches and filings, monitoring of accountantsassets, appraisals of Collateral, real estate appraisals, environmental assessments, miscellaneous disbursements, examination, travel, lodging and environmental and appraisal costs and expensemeals, all incurred arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Tranche A Revolving Loan Documents, (providedincluding, howeverwithout limitation, that Borrowers shall only reimburse the preparation of any additional Tranche A Revolving Loan Documents), (b) any requested amendments, waivers or consents to this Agreement or the other Tranche A Revolving Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Tranche A Lenders’ rights under this Agreement or the other Tranche A Revolving Loan Documents, (d) 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, or any and all matters in connection therewith, (e) the Lenders 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 costs filing of field audits conducted by accountants designated any petition, complaint, answer, motion or other pleading by the Agent or the Tranche A Lenders, or the taking of any Lender action in an amount not respect of 101 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, any Collateral or other security in connection with this Agreement or any other Tranche A Revolving Loan Document, including, without limitation, the hiring and retention of liquidation agents and consultants, replacement management or staff and temporary staff, (h) any attempt to exceed $18,000.00 enforce any Lien or security interest in any Fiscal Year), syndication, participation, and sale of any Lender's interest Collateral or other security in connection with this Agreement, interpretation and performance of this Agreement, a Note, Agreement or any other Tranche A Revolving Loan Document and any documents, instruments or transactions pursuant to or in connection herewithDocument, (iii) relating any attempt to any requested amendments collect from the Borrowers, (or amendments or other documents required j) the receipt by the Agent or the Tranche A Lenders of any Lender on account advice from professionals with respect to any of the designation of additional Operating Subsidiaries as Borrowers)foregoing, waivers (k) all liabilities and costs arising from or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by past, present or future operations of the Agent 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, upon or into such property, (l) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or Lenders remediation of this Agreement, any Hazardous Materials present or arising out of the Notes operations of any facility of any Borrower or (m) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Tranche A Revolving Loan Document; provided that : (x) 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 a 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 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, Agreement or any other Tranche A Revolving Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, Borrowers agree to save the Agent and each Lender the 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 taxes, fees or impositions. In , (y) the event of a determination adverse Borrowers agree to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to pay all other sums which such Borrower broker fees that may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note become due in connection with the transactions contemplated by this Agreement (other than any such action or suit. All fees that become payable solely as a result of actions of the foregoing feesAgent or any of the Tranche A Lenders), costs and (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 such covenant or agreement, and the expenses of the Agent incurred in connection therewith shall be part of reimbursed on demand by the Obligations and payable on demandBorrowers.

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrower will pay promptly following demand therefor, jointly all reasonable fees, costs and severallyexpenses incurred by or on behalf of the Lender, agree to pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all including, without limitation, reasonable out-of-pocket expensesfees, including but not limited to reasonable fees costs and expenses of counsel for the Agent and/or each Lender, travel expensesaccounting, fees due diligence, investigations, miscellaneous disbursements, examination, travel, lodging and costs of accountants, and environmental and appraisal costs and expense, all incurred meals arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (or other than amendments or other documents required requested solely by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as BorrowersLender), waivers or consents toto this Agreement or the other Loan Documents whether or not such documents become effective or are given, (b) the preservation and protection of any of the Lender’s rights under this Agreement or the other Loan Documents, (b) the filing of any petition, complaint, answer, motion or other pleading by the Lender, or to the taking of any restructurings, work-outs or refinancings action in respect of the credit under this AgreementCollateral or other Security, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of this Agreement, the Notes Agreement or any other Loan Document; provided that , (b) the Borrowers shall not be liable under protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other Security in connection with this Agreement or any other Loan Document, (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 indemnity agreement in respect of any liabilities, claims, damages, losses or expenses (to the extent that the same such fees, costs and expenses are determined in a final judgment by a court not otherwise recoverable pursuant to any other provision of competent jurisdiction to have resulted primarily from the willful misconduct this Agreement or gross negligence any other Loan Document). Without limitation of the party seeking indemnity. The Borrowers, jointly and severally, agree foregoing or any other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent Lender to be payable in connection with this Agreement, the Notes, Agreement or any other Loan Document, or any Document (other documents, instruments or transactions pursuant than such amounts to or in connection herewiththe extent they arise on the execution hereof), and the Borrowers, jointly and severally, agree Borrower agrees to save hold the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In , (y) the event of a determination adverse Borrower agrees to a Borrower of pay all broker fees with respect to any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower may be required to pay, a reasonable sum for attorney's fees incurred broker retained by the Agent and/or any Lender or the holder of such Note Borrower that may become due in connection with the transactions contemplated by this Agreement and (z) during the continuance of a 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 action payments or suit. All 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 foregoing feesBorrower, costs or (C) fails to make any payments or deposits with respect to any insurance premiums then due and expenses shall be part payable, then the Lender, in its sole discretion and without prior notice to the Borrower, may do any or all of the Obligations 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 payable on demandmaintain 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 an invoice with respect to each cost or expense incurred in connection with the Loan Documents by it, and agrees, 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 Lender to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree Borrower agrees to pay or cause to be paid and to save save: (a) 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 Agent, incurred by the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, 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 delivery and performance of this Agreement, a Note, any the Notes and the other Loan Document Documents and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers)amendments, waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, a Note, the Notes or any of the other Loan Document or any such other documents or instruments Documents and (iiib) relating to asset valuations of the BorrowersAgent, or (iv) relating to any reorganizationIssuing Bank, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly Swing Line Lender and severally, further agree to pay or cause to be paid and to save the Agent and each Lender 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 Agent and/or each Lenderthe Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent or such Lenders 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 Agent, Issuing Bank, Swing Line Lender and/or Lenders 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 a final judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of the party seeking indemnityaccordance with applicable Law. The 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 Borrower agrees to save the Agent Agent, Issuing Bank, Swing Line Lender and each Lender 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 taxes, fees or impositionsOther Taxes. In the event of a determination adverse to a the Borrower of any action at law Law or suit in equity in relation to this Agreement, the Note Notes or the other Loan Documents, the Borrowers, jointly and severally, Borrower will pay, in addition to all other sums which such the Borrower may be required to pay, a reasonable sum for attorney's attorneys and paralegals fees incurred by the Agent and/or any Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of such Note the Notes in connection with such action or suit. All of the foregoing fees, costs payments due under this Section will be added to and expenses shall be become part of the Obligations Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and payable on demand.repayment of all other Indebtedness hereunder or under the other Loan Documents. 115 270134563 275248976

Expenses; Taxes; Attorneys’ Fees. The BorrowersOPY Credit Corp. will pay promptly following demand therefor, jointly all reasonable fees, costs and severallyexpenses incurred by or on behalf of the Lender including, agree to pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all without limitation, reasonable out-of-pocket expensesfees, including but not limited to reasonable fees costs and expenses of counsel for the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (or other than amendments or other documents required requested solely by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as BorrowersLender), waivers or consents toto this Agreement or the other Facility Documents whether or not such documents become effective or are given, (b) the preservation and protection of any of the Lender’s rights under this Agreement or the other Facility Documents, (c) the filing of any petition, complaint, answer, motion or other pleading by the Lender, or to the taking of any restructurings, work-outs or refinancings action in respect of the credit under Collateral, in connection with this AgreementAgreement or any other Facility Document, a Note(d) the protection, collection, lease, sale, taking possession of or liquidation of, any other Loan Document Collateral in connection with this Agreement or any such other documents Facility Document, (e) any attempt to enforce any Lien or instruments security interest in any Collateral in connection with this Agreement or any other Facility Document, (iiif) relating any attempt to asset valuations of the Borrowerscollect from OPY Credit Corp., or (ivg) relating during the continuance of a Termination Event, 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 reorganization, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of 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 such fees, costs and expenses are determined in a final judgment by a court not otherwise recoverable pursuant to any other provision of competent jurisdiction to have resulted primarily from the willful misconduct this Agreement or gross negligence any other Facility Document). Without limitation of the party seeking indemnity. The Borrowers, jointly and severally, agree 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 similar impositions now or hereafter determined by the Agent Lender to be payable in connection with the execution of this Agreement, and OPY Credit Corp. agrees to hold 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 and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse , and (y) OPY Credit Corp. agrees to a Borrower of pay all broker fees with respect to any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower broker retained by OPY Credit Corp. that may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note 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 expenses (subject to the right of the foregoing fees, costs and expenses shall Lender to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be part of the Obligations and payable on demandcontained therein).

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrowers will pay promptly following demand therefor, jointly all reasonable fees, costs and severallyexpenses incurred by or on behalf of the Administrative Agent, agree to pay the Collateral Agent, the Revolving Agent or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for 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 for the Administrative Agent and/or each Lenderor the Revolving Agent, travel expensesaccounting, fees due diligence, investigations, environmental assessments, miscellaneous disbursements, examination, travel, lodging and costs meals arising from or relating to: (a) subject to the terms of accountantsthe Fee Letter, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, delivery, performance and administration (provided, however, that Borrowers shall only reimburse the Agent of this Agreement 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewithDocuments, (iib) relating to any requested amendments (or other than amendments or other documents required requested solely by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as BorrowersLenders), waivers or consents toto this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders’ rights under this Agreement or the other Loan Documents, (d) the filing of any petition, complaint, answer, motion or other pleading by the Lenders, or to the taking of any restructurings, work-outs or refinancings action in respect of the credit under this AgreementCollateral or other security, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of this Agreement, the Notes Agreement or any other Loan Document; provided that , (e) the Borrowers shall not be liable under protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (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 indemnity agreement in respect of any liabilities, claims, damages, losses or expenses (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 same are determined in past, present or future operations of a final judgment by a court of competent jurisdiction Credit Party involving any damage to real or personal Property or natural resources or harm or injury alleged to have resulted primarily from the willful misconduct any Release of Hazardous Materials on, upon or gross negligence 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 party seeking indemnityoperations of any facility of a Credit Party or (k) any liabilities and costs incurred in connection with any Environmental Lien. The Borrowers, jointly and severally, Without limitation of the foregoing or any other provision of any Loan Document: (i) the Borrowers agree to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent Lenders to be payable in connection with this Agreement, the Notes, Agreement or any other Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, Borrowers agree to save hold the Agent and each Lender Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In , (ii) the event Borrowers agree to pay all broker fees with respect to any broker retained by the Borrowers or any of their 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 a Borrower make any payments or deposits with respect to any taxes of any action at law kind or suit 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 7.15, then the Administrative Agent, in equity in relation its sole discretion and without prior notice to this Agreement, the Note or the Loan Documents, the Borrowers, jointly 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 severally, will pay, maintain insurance policies of the type described in addition Section 5.01(r) and take the actions with respect to all other sums such policies which such Borrower may be required are authorized pursuant to pay, a reasonable sum for attorney's fees incurred Article XII. 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/or and Revolving Agent need not inquire as to, or contest the validity of, any Lender such obligation. The foregoing to the contrary notwithstanding, the agreements set forth above in this Section 13.05 are subject to the limitations set forth in Section 8.07, solely to the extent applicable. The Administrative Agent and Revolving Agent agree to provide to the Borrowers an invoice with respect to each cost or the holder of such Note expense incurred in connection with such action the Loan Documents by any Lender promptly upon the Administrative Agent’s or suit. All Revolving Agent’s receipt thereof, and agree, upon the reasonable request of the foregoing feesBorrowers, to provide reasonable backup information with respect to such costs and or expenses shall be part (subject to the right of the Obligations Administrative Agent and payable on demandRevolving Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrower will pay, jointly and severallytwo (2) Business Days following demand therefor, agree to pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expensesfees, including but not limited to reasonable fees costs and expenses incurred by or on behalf of the Administrative Agent, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, out-of-pocket fees, costs and expenses of counsel (but excluding in-house counsel) for the Agent and/or each LenderAdministrative Agent, travel expensesaccounting, 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 costs of accountants, and environmental and appraisal costs and expense, all incurred meals arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, delivery, performance and administration (provided, however, that Borrowers shall only reimburse the Agent of this Agreement 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewithDocuments, (iib) relating to any requested amendments (or other than amendments or other documents required requested solely by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as BorrowersLenders), waivers or consents toto this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the filing of any petition, complaint, answer, motion or other pleading by the Lenders, or to the taking of any restructurings, work-outs or refinancings action in respect of the credit under this AgreementCollateral or other security, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of this Agreement, the Notes Agreement or any other Loan Document; provided that , (e) the Borrowers shall not be liable under protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (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 indemnity agreement in respect of any liabilities, claims, damages, losses or expenses (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 same are determined 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 a final judgment by a court connection with the past, present or future operations of competent jurisdiction the Borrower and the Guarantors involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted primarily from the willful misconduct any Release of Hazardous Materials on, upon or gross negligence 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 party seeking indemnityoperations of any facility of the Borrower and the Guarantors, or (k) any liabilities and costs incurred in connection with any Environmental Lien. The Borrowers, jointly and severally, agree Without limitation of the foregoing or any other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent Lenders to be payable in connection with this Agreement, the Notes, Agreement or any other Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, agree Borrower agrees to save hold the Agent and each Lender Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In , (y) the event Borrower agrees to pay all broker fees with respect to any broker retained by the Borrower or any of a determination adverse to a Borrower of any action at law or suit its Subsidiaries that may become due in equity in relation to connection with the transactions contemplated by this Agreement, and (z) during the Note 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 Loan DocumentsBorrower 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 Borrowers, jointly and severally, will payAdministrative Agent, in addition its sole discretion and without prior notice to the 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 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 such Borrower may be required are authorized pursuant to pay, a reasonable sum for attorney's fees incurred SECTION 13.21(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 and/or need not inquire as to, or contest the validity of, any Lender 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 an invoice with respect to each cost or the holder of such Note expense incurred in connection with such action or suit. All the Loan Documents by any Lender promptly upon the Administrative Agent's receipt thereof, and agrees, upon the reasonable request of the foregoing feesBorrower, to provide reasonable backup information with respect to such costs and or expenses shall be part (subject to the right of the Obligations and payable on demandAdministrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be contained therein).

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrower will pay, jointly and severallywithin three (3) Business Days following demand therefor, agree to pay or cause to be paid and to save the Agent and each Lender all (and their successors and assignsi) harmless against liability for the payment out of all reasonable out-of-pocket expenses, including but not limited to reasonable fees costs and expenses of counsel for the Agent and/or each LenderAgents and the Lenders (including, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expensewithout limitation, all incurred from time to time reasonable fees, expenses and disbursements of outside counsel and consultants (ithe “Professional Fees”)) arising in connection with the negotiation, preparation, executionexecution and delivery of the Loan Documents, deliverythe funding of all Loans, the administration (provided, however, that Borrowers shall only reimburse of the Agent Loan Documents and the Lenders for the costs of field audits conducted by accountants designated by the Agent Facility and any proposed amendment or any Lender in an amount not to exceed $18,000.00 in any Fiscal Year), syndication, participation, and sale waiver of any Lender's interest in this Agreement, interpretation provision of the Loan Documents (whether or not executed and performance of this Agreement, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewithdelivered), (ii) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account out 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, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees pocket costs and expenses of counsel for Agent and/or each Lenderthe Agents and the Lenders acting in any capacity (including, incurred by the Agent or such Lenders from time to time without limitation, Professional Fees) in connection with the preservation, enforcement by or protection of any of their rights and remedies under the Agent and/or Lenders Loan Documents or otherwise and (iii) out of this Agreementpocket 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; provided that : (x) 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 a 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 Borrowers, jointly and severally, agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the any Agent or any Lender to be payable in connection with this Agreement, the Notes, Agreement or any other Loan Document, or any other documents, instruments or transactions pursuant to or in connection herewith, and the Borrowers, jointly and severally, agree Borrower agrees to save the each Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In impositions and (y) if the event Borrower fails to perform any covenant or agreement contained herein or in any other Loan Document, any Agent may itself perform or cause performance of a determination adverse to a Borrower such covenant or agreement, and the expenses of any action at law or suit such Agent incurred in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower may connection therewith shall be required to pay, a reasonable sum for attorney's fees incurred reimbursed on demand by the Agent and/or any Lender or the holder of such Note in connection with such action or suit. All of the foregoing fees, costs and expenses shall be part of the Obligations and payable on demandBorrower.

Expenses; Taxes; Attorneys’ Fees. The BorrowersEach Maker will pay on demand, jointly all costs and severally, agree to pay expenses incurred by or cause to be paid and to save the Agent and on behalf of each Lender (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expensesholder, including but not limited to reasonable fees fees, costs, client charges and expenses of counsel for the Agent and/or each Lenderholder, travel expensesaccounting, fees due diligence, periodic field audits, physical counts, valuations, investigations, searches and costs filings, monitoring of accountantsassets, appraisals of collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and appraisal costs and expensemeals, all incurred arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, delivery, performance and 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, a Note, Note and any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewithSubordinated Debt Document, (iib) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers)amendments, waivers or consents toto this Note or any other Subordinated Debt Document whether or not such documents become effective or are given, or to (c) the enforcement, preservation and protection of any restructurings, work-outs or refinancings of the credit holder’s rights under this Agreement, a Note, Note or any other Loan Subordinated Debt Document, (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 such other documents holder’s claims against any Maker or instruments (iii) relating to asset valuations of the Borrowersany Guarantor, or any and all matters in connection therewith, (ive) relating the commencement or defense of, or intervention in, any court proceeding arising from or related to any reorganization, bankruptcy this Note or any other proceedings Subordinated Debt Document, (f) the 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 which collect from any Borrowers Maker or their properties become subject. The Borrowersany Guarantor, jointly (h) all liabilities and severally, further agree to pay costs arising from or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement past, present 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, upon or into such property, (i) any environmental liabilities incurred in connection with the investigation, removal, cleanup or remediation of any 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 Agent and/or Lenders receipt by any holder of this Agreement, any advice from professionals with respect to any of the Notes foregoing. Without limitation of the foregoing or any other Loan Document; provided that the Borrowers shall not be liable under the foregoing indemnity agreement in respect provision of any liabilities, claims, damages, losses or expenses to the extent that the same are determined in a 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 Borrowers, jointly and severally, agree Subordinated Debt Document: (x) each Maker agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent any holder to be payable in connection with this Agreement, the Notes, any other Loan Document, Note or any other documents, instruments or transactions pursuant to or in connection herewithSubordinated Debt Document, and the Borrowers, jointly and severally, agree each Maker agrees to save the Agent and each Lender 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 taxes, fees or impositions. In , (y) the event of a determination adverse Makers agree to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to pay all other sums which such Borrower broker fees that may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note 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 agreement, and the expenses of the foregoing fees, costs and expenses holder incurred in connection therewith shall be part of reimbursed on demand by the Obligations and payable on demandMakers.

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrowers will pay on demand, jointly all costs and severallyexpenses incurred by or on behalf of Administrative Agent (and, agree to pay or cause to be paid in the case of clause (iii) below at any time an Event of Default has occurred and to save is continuing, all other Lenders), regardless of whether the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expensestransactions contemplated hereby are consummated, including but not limited to reasonable fees fees, costs, client charges and expenses of counsel for Administrative Agent (and, in the Agent and/or each Lender, travel expenses, fees and costs case of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (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, a Note, any other Loan Document or any such other documents or instruments clause (iii) relating to asset valuations below at any time an Event of the BorrowersDefault has occurred and is continuing, or (iv) relating to any reorganization, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of one counsel for Agent and/or each Lenderall other Lenders), incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of 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 a 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 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, Agreement or any other Loan Document, arising from or relating to: (i) the negotiation, preparation, execution, delivery, performance and administration of this Agreement and the other Loan Documents (including the preparation of any additional Loan Documents and/or the review of any of the agreements, instruments and documents referred to in Sections 6.01(j) and (k)) and the consummation and administration of the transactions contemplated hereby, (ii) any requested amendments, waivers or consents to this Agreement or the other Loan Documents whether or not such documents become effective or are given, or (iii) the enforcement and/or preservation of any of Administrative Agent’s or the Lenders’ rights under this Agreement or the other Loan Documents, including the protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other documents, instruments or transactions pursuant to or in connection herewith, Loan Document and the Borrowers, jointly and severally, agree to save the Agent and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse to a Borrower enforcement of any action at law Lien or suit security interest in equity in relation to this Agreement, the Note any Collateral or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note security in connection with such action this Agreement or suitany other Loan Document. All The obligations of the foregoing fees, costs Borrowers under this Section 10.03 shall survive the termination of this Agreement and expenses shall be part the repayment of the Obligations Loans and all other amounts payable on demandhereunder.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree Borrower agrees to pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) 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 for the Agent, incurred by the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred or the Banks from time to time (ia) arising in connection with the negotiation, preparation, execution, 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 delivery and performance of this Agreement, a Notethe Notes, any other Loan Document the Security Documents, the Guaranties and any documents, instruments or transactions pursuant to or in connection herewithherewith or therewith, (iib) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers)amendments, waivers or consents toto this Agreement, the Notes, the Security Documents, the Guaranties or to any restructurings, work-outs such documents or refinancings instruments and (c) arising in connection with the Agent's or any Bank's enforcement or preservation of the credit rights under this Agreement, a Notethe Notes, any other Loan Document the Security Documents, the Guaranties 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expensesinstruments, including but not limited to reasonable fees and such expenses of counsel for Agent and/or each Lender, as may be incurred by the Agent or such Lenders from time to time any Bank in connection with the enforcement by the Agent and/or Lenders of 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 a final judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence collection of the party seeking indemnityoutstanding Notes. The Borrowers, jointly and severally, agree Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent Agent. or any Bank to be payable in connection with this Agreement, the Notes, any other Loan Documentthe Security Documents, the Guaranties or any other documents, instruments or transactions pursuant to or in connection herewithherewith or therewith, and the Borrowers, jointly and severally, agree Borrower agrees to save the Agent and each Lender 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 taxes, fees or impositions. In the event of a determination adverse termination adversely to a the Borrower of any action at law or suit in equity in relation to this Agreement, the Note Agreement or the Loan Documents, Notes the Borrowers, jointly and severally, Borrower will pay, in addition to all other sums which such the Borrower may be required to pay, a reasonable sum for attorney's attorneys' fees incurred by the Agent and/or any Lender and the Banks or the holder of such any Note in connection with such action or suit. All In addition to the foregoing, the Borrower hereby agrees to indemnify the Agent and 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 foregoing fees(collectively, costs an "Indemnified Person") from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses shall be part 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 Borrower of the Obligations 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 payable on demanddisbursements of their counsel incurred in connection with any such investigation or litigation or other proceedings.

Expenses; Taxes; Attorneys’ Fees. The BorrowersBorrower will pay, jointly and severallytwo (2) Business Days following demand therefor, agree to pay or cause to be paid and to save the Agent and each Lender (and their successors and assigns) harmless against liability for the payment of all reasonable out-of-pocket expensesfees, including but not limited to costs and expenses incurred by or on behalf of the Lenders and Administrative Agent, regardless of whether the transactions contemplated hereby are consummated, including, without limitation, reasonable fees fees, costs, client charges and expenses of the several counsel (including in-house counsel) for the Agent and/or each LenderLenders, travel expensesaccounting, 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 costs of accountants, and environmental and appraisal costs and expense, all incurred meals arising from time to time or relating to: (ia) arising in connection with the negotiation, preparation, execution, delivery, performance and administration (provided, however, that Borrowers shall only reimburse the Agent of this Agreement 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, a Note, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewithDocuments, (iib) relating to any requested amendments (or other than amendments or other documents required requested solely by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as BorrowersLenders), waivers or consents toto this Agreement or the other Loan Documents whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' rights under this Agreement or the other Loan Documents, (d) the filing of any petition, complaint, answer, motion or other pleading by the Lenders, or to the taking of any restructurings, work-outs or refinancings action in respect of the credit under this AgreementCollateral or other security, 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 proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of this Agreement, the Notes Agreement or any other Loan Document; provided that , (e) the Borrowers shall not be liable under protection, collection, lease, sale, taking possession of or liquidation of, any Collateral or other security in connection with this Agreement or any other Loan Document, (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 indemnity agreement in respect of any liabilities, claims, damages, losses or expenses (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 same are determined 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 a final judgment by a court connection with the past, present or future operations of competent jurisdiction Borrower and other Guarantors involving any damage to real or personal property or natural resources or harm or injury alleged to have resulted primarily from any Release of Hazardous Materials on, upon or into such property, (j) any Environmental Liabilities and Costs incurred in connection with the willful misconduct investigation, removal, cleanup and/or remediation of any Hazardous Materials present or gross negligence arising out of the party seeking indemnityoperations of any facility of Borrower and other Guarantors, or (k) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. The Borrowers, jointly and severally, agree Without limitation of the foregoing or any other provision of any Loan Document: (x) Borrower agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent Lenders to be payable in connection with this Agreement, the Notes, Agreement or any other Loan Document, or any other documents, instruments or transactions pursuant and Borrower agrees to or in connection herewith, and hold the Borrowers, jointly and severally, agree to save the Agent and each Lender Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In , (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 a Borrower of any action at law or suit in equity in relation to transactions contemplated by this Agreement, and (z) during the Note 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 Loan Documentsextent 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 governmental 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 Borrowers, jointly and severally, 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 such Borrower may be required are authorized pursuant to pay, a reasonable sum for attorney's fees incurred Section 13.21(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 and/or need not inquire as to, or contest the validity of, any Lender 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 Borrower an invoice with respect to each cost or the holder of such Note 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 expenses (subject to the right of the foregoing feesAdministrative Agent to take whatever steps are reasonably necessary to protect any confidential or privileged information which may be contained therein). Obligations arising under Sections 2.02(g), costs and expenses 2.02(d)(iii), 3.03(c), 4.02(e), 8.16, 12.04, 14.04 or 14.15 shall be part of the Obligations deemed due and payable on demandfor purposes of this Agreement when the Borrower receives a request or demand for payment of such Obligations.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree to pay or cause to be paid and to 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 but not limited to reasonable fees and expenses of counsel for the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, delivery, administration (provided, however, that with respect to field audits conducted by accountants designated by Agent or any Lender, the Borrowers shall only reimburse the Agent and the Lenders for the costs of field such audits conducted by accountants designated by the Agent or any Lender in an amount not to exceed $18,000.00 25,000 in any Fiscal Year), syndication, participation, and sale of any Lender's interest in this Agreement, interpretation and performance of this Agreement, a Notethe Notes, any other Loan Document and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as the Borrowers), waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, a Notethe 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 proceedings to which any Borrowers Borrower or their properties become its property becomes subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred by the Agent or such Lenders from time to time in connection with the enforcement by the Agent and/or Lenders of 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 a 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 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 and each Lender harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In the event of a determination adverse to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note Notes or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to all other sums which such Borrower may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note in connection with such action or suit. All of the foregoing fees, costs and expenses shall be part of the Obligations and payable on demand.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree Borrower agrees to pay or cause to be paid and to save the Administrative Agent, the Syndication Agent, the Documentation Agent and each Lender (and their successors and assigns) the Banks harmless against liability for the payment of all reasonable out-of-pocket expenses, including including, but not limited to to, (i) reasonable fees and expenses of counsel for Administrative Agent, incurred by the Administrative Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (ia) arising in connection with the negotiation, preparation, execution, 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 delivery and performance of this Agreement, a Notethe Revolving Credit Notes, any other Loan Document the Related Documents, and any documents, instruments or transactions pursuant to or in connection herewithherewith or therewith, or (iib) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers)amendments, waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, a Notethe Revolving Credit Notes, any other Loan Document the Related Documents, or any such other documents or instruments and (iiiii) relating to asset valuations of the Borrowers, or (iv) relating to any reorganization, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for the Administrative Agent, the Syndication Agent, the Documentation Agent and/or and each Lender, Bank incurred by the Administrative Agent, the Syndication Agent, the Documentation Agent or such Lenders any Bank from time to time arising in connection with (a) the negotiation of any restructuring or "work-out", whether or not consummated, of any of the Borrower's obligations hereunder and under the Revolving Credit Notes and Related Documents and (b) the enforcement by the Agent and/or Lenders of this Agreementany such obligations, the Notes including, without limitation, costs and expenses incurred in any bankruptcy case or in investigating, preparing for, defending against, or providing evidence, producing documents or taking any other Loan Document; provided that the Borrowers shall not be liable under the foregoing indemnity agreement action in respect of any liabilitiescommenced or threatened litigation, claimsadministrative proceeding or investigation under any federal securities law or any other statute of any jurisdiction, damagesor any regulation, losses or expenses at common law or otherwise, which is alleged to the extent that the same are determined in a final judgment by a court arise out of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence is based upon any acts, practices or omissions or alleged acts, practices or omissions of the party seeking indemnityBorrower, any Subsidiary or any agent thereof. The Borrowers, jointly and severally, agree Borrower agrees to pay all 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 Revolving Credit Notes, any other Loan Document, the Related Documents or any other documents, instruments or transactions pursuant to hereto or thereto or in connection herewithherewith or therewith, and the Borrowers, jointly and severally, agree Borrower agrees to save the Administrative Agent, the Syndication Agent, the Documentation Agent and each Lender 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 taxes, fees or impositions. In the event of a determination adverse termination adversely to a the Borrower of any action at law or suit in equity in relation to this Agreement, the Note Revolving Credit Notes or the Loan Documents, Related Documents the Borrowers, jointly and severally, Borrower will pay, in addition to all other sums which such the Borrower may be required to pay, a reasonable sum for attorney's fees incurred by the Administrative Agent, the Syndication Agent, the Documentation Agent and/or any Lender and each Bank or the holder of such Revolving Credit Note in connection with such action or suit. All 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 foregoing feesAdministrative Agent, costs 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 shall be part 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 Obligations proceeds of any Loans, including, without limitation, any acquisition or purchase of Shares effected or proposed to be effected by the Borrower, the Parent or any Parent Subsidiary with the proceeds of the Loans or (B) the execution, delivery and payable on demandperformance 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 each case, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly Borrowers will pay on demand all reasonable costs and severally, agree to pay expenses incurred by or cause to be paid and to save on behalf of the Agent and each Lender (and their successors and assignsand, in the case of clauses (c) harmless against liability for through (m) below, the payment Lenders), regardless of all reasonable out-of-pocket expenseswhether the transactions contemplated hereby are consummated, including but not limited to reasonable fees fees, costs and expenses of counsel for the Agent and/or each Lender(and, travel expensesin the case of clauses (c) through (m) below, fees and costs of accountantsthe Lenders), and environmental and appraisal costs and expense, all incurred from time to time (i) arising due diligence expenses in connection with the negotiation of this Agreement (provided that the maximum reimbursement for such due diligence expenses shall be $200,000), and periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of Collateral and environmental assessments (all conducted on a reasonable basis and, unless an Event of Default shall have occurred and be continuing, in consultation with the Administrative Borrower and up to a maximum reimbursable amount of $20,000 per year), travel, lodging and meals, arising from or relating to: (a) the negotiation, preparation, execution, delivery, performance and administration (provided, however, that Borrowers shall only reimburse the Agent of this Agreement and the Lenders for other Loan Documents (including the costs preparation of field audits conducted by accountants designated by any additional Loan Documents, pursuant to Section 6.1(b) or the review of any of the agreements, instruments and documents referred to in Section 6.1(f)), (b) any requested amendments, waivers or consents to this Agreement, the other Loan Documents or the Custodial Agreements whether or not such documents become effective or are given, (c) the preservation and protection of any of the Lenders' rights under this Agreement, the other Loan Documents or the Custodial Agreements, (d) the defense of any claim or action asserted or brought against the Agent or the Lenders by any Lender in an amount not Person that arises from or relates 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, a Note, any other Loan Document Document, either of the Custodial Agreements, the Agent's or the Lenders' claims against the Borrowers and each other Loan Party or any documents, instruments or transactions pursuant to or and all matters in connection herewiththerewith, (iie) relating to any requested amendments (the commencement 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 todefense of, or intervention in, any court proceeding arising from or related to any restructurings, work-outs or refinancings of the credit under this Agreement, a Note, any other Loan Document or any such other documents or instruments (iii) relating to asset valuations either of the BorrowersCustodial Agreements, (f) the filing of any petition, complaint, answer, motion or (iv) relating to any reorganization, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly and severally, further agree to pay or cause to be paid and to save the Agent and each Lender harmless against liability for the payment of all reasonable expenses, including but not limited to reasonable fees and expenses of counsel for Agent and/or each Lender, incurred pleading by the Agent or such the Lenders, or the taking of any action in respect of the Collateral or other security, in connection with this Agreement, any other Loan Document or either of the Custodial Agreements, (g) the protection, collection, lease, sale, taking possession of or liquidation of any Collateral or other security in connection with this Agreement, any other Loan Document or either of the Custodial Agreements, (h) any attempt to enforce any Lien or security interest in any Collateral or other security in connection with this Agreement, any other Loan Document or either of the Custodial Agreements, (i) any attempt to collect from the Borrowers or any other Loan Party, (j) the receipt by the Agent or the Lenders of any advice from time professionals with respect to time any of the foregoing, (k) all liabilities and costs arising from or in connection with the enforcement by past, present or future operations of the Agent Borrowers and each other 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, (l) any Environmental Liabilities and Costs incurred in connection with the investigation, removal, cleanup and/or Lenders remediation of this Agreement, any Hazardous Materials present or arising out of the Notes operations of any facility of any Borrower or any other Loan Party or (m) any Environmental Liabilities and Costs incurred in connection with any Environmental Lien. Without limitation of the foregoing or any other provision of any Loan Document; provided that : (x) 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 a 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 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, Document or any other documents, instruments or transactions pursuant to or in connection herewitheither of the Custodial Agreements, and the Borrowers, jointly and severally, Borrowers agree to save the Agent and each Lender the Lenders harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. In , (y) the event of a determination adverse Borrowers agree to a Borrower of any action at law or suit in equity in relation to this Agreement, the Note or the Loan Documents, the Borrowers, jointly and severally, will pay, in addition to pay all other sums which such Borrower broker fees that may be required to pay, a reasonable sum for attorney's fees incurred by the Agent and/or any Lender or the holder of such Note become due in connection with the transactions contemplated by this Agreement (other than any such action or suit. All fees that become payable solely as a result of actions of the foregoing feesAgent or any of the Lenders) and (z) if the Borrowers fail to perform any covenant or agreement contained herein or in any other Loan Document, costs the Agent may itself perform or cause performance of such covenant or agreement, and the reasonable expenses of the Agent incurred in connection therewith shall be part of reimbursed on demand by the Obligations and payable on demandBorrowers.

Expenses; Taxes; Attorneys’ Fees. The Borrowers, jointly and severally, agree Borrower agrees to pay or cause to be paid and to save save: (a) 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 103 not limited to reasonable fees and expenses of counsel and paralegals for the Agent, incurred by the Agent and/or each Lender, travel expenses, fees and costs of accountants, and environmental and appraisal costs and expense, all incurred from time to time (i) arising in connection with the negotiation, preparation, execution, 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 delivery and performance of this Agreement, a Note, any the Notes and the other Loan Document Documents and any documents, instruments or transactions pursuant to or in connection herewith, (ii) relating to any requested amendments (or amendments or other documents required by the Agent or any Lender on account of the designation of additional Operating Subsidiaries as Borrowers)amendments, waivers or consents to, or to any restructurings, work-outs or refinancings of the credit under this Agreement, a Note, the Notes or any of the other Loan Document or any such other documents or instruments Documents and (iiib) relating to asset valuations of the BorrowersAgent, or (iv) relating to any reorganizationIssuing Bank, bankruptcy or any other proceedings to which any Borrowers or their properties become subject. The Borrowers, jointly Swing Line Lender and severally, further agree to pay or cause to be paid and to save the Agent and each Lender 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 Agent and/or each Lenderthe Agent, Issuing Bank, Swing Line Lender and the Banks, incurred by the Agent or such Lenders 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 Agent, Issuing Bank, Swing Line Lender and/or Lenders 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 a final judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or gross negligence of the party seeking indemnityaccordance with applicable Law. The 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 Borrower agrees to save the Agent Agent, Issuing Bank, Swing Line Lender and each Lender 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 taxes, fees or impositionsOther Taxes. In the event of a determination adverse to a the Borrower of any action at law Law or suit in equity in relation to this Agreement, the Note Notes or the other Loan Documents, the Borrowers, jointly and severally, Borrower will pay, in addition to all other sums which such the Borrower may be required to pay, a reasonable sum for attorney's attorneys and paralegals fees incurred by the Agent and/or any Agent, Issuing Bank, Swing Line Lender and the Banks or the holder of such Note the Notes in connection with such action or suit. All of the foregoing fees, costs payments due under this Section will be added to and expenses shall be become part of the Obligations Loans until paid in full. The agreements in this section shall survive the termination of the Commitments and payable on demandrepayment of all other Indebtedness hereunder or under the other Loan Documents.