Common use of Fees and Expenses; Indemnity; Etc Clause in Contracts

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally (a) to pay or reimburse each of Administrative Agent and Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent, and (ii) such agents of each of Administrative Agent and Collateral Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral Agent or by Borrowers at the request of Administrative Agent or Collateral Agent (collectively, “Third Parties”); (b) to pay or reimburse Administrative Agent, Collateral Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent and Collateral Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Agent and Collateral Agent and their respective directors, officers, employees, agents and other affiliates (collectively, the “Indemnified Persons”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other Loan Documents or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “workout” or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower or any other party other than Lenders, Administrative Agent or Collateral Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “indemnified liabilities”), provided, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive repayment of the Loans and all other Obligations payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of Administrative Agent and Collateral the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent, and (ii) such agents of each of Administrative Agent and Collateral the Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Agent (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral the Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default and during the continuance hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s Lendees rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral the Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and the Agent and Collateral Agent (and their respective directors, officers, employees, agents and other affiliates (collectively, the “Indemnified Persons”), affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "workout 'or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower any Company or any other party other than Lenders, Administrative Agent the Lender or Collateral Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to the Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or any such Indemnified Person. The agreements in this Section shall survive repayment of the Loans and all other Obligations payable hereunderLender.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of Administrative Agent and Collateral Agent the Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes Notes, the Letter of Credit Documents, the Warrant Documents and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the - 92 - reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Documentation Agent, and (ii) such agents of each of Administrative Agent and Collateral the Documentation Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Documentation Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Documentation Agent (collectively, “Third Parties”"THIRD PARTIES"); (b) to pay or reimburse Administrative Agent, Collateral the Documentation Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Documentation Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral each Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes Notes, the Letter of Credit Documents, the Warrant Documents and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and each Agent and Collateral Agent (and their respective directors, officers, employees, agents and other affiliates (collectively, the “Indemnified Persons”), affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the Letters of Credit or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower any Company or any other party other than Lenders, Administrative Agent the Lender or Collateral either Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “indemnified liabilities”"INDEMNIFIED LIABILITIES"), providedPROVIDED, that the Borrower shall have no obligation hereunder to either Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified PersonAgent or any such Lender. The Notwithstanding the provisions of SECTION 14.01, the agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunderhereunder and under the other Loan Documents.

Fees and Expenses; Indemnity; Etc. Borrowers The Borrower agree jointly and severally s (a) to pay or reimburse each of Administrative Agent and Collateral Agent the Agents for all its their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, Agreement and the Notes and any other Loan Transaction Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to the Administrative Agent and counsel to Collateral Agent, and (ii) either during the existence of an Event of Default or at the request of the Borrower, such agents of each of the Administrative Agent and Collateral Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of the Administrative Agent, Collateral Agent or by Borrowers the Borrower at the request of the Administrative Agent or Collateral Agent (collectively, “"Third Parties”"); (b) to pay or reimburse the Administrative Agent, Collateral Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Transaction Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to the Administrative Agent and counsel to Collateral Agent and (ii) during the existence of an Event of Default, Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders Lender reasonably engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Transaction Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral Agent the Agents harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the Loan any other Transaction Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral Agent the Agents (and their respective directors, officers, employees, agents employees and other affiliates (collectively, the “Indemnified Persons”), agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any 66 transaction contemplated by, this Agreement and the other Loan Documents any Transaction Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each the Borrower or any other party other than Lenders, Administrative Agent the Lenders or Collateral Agent the Agents to any Loan Transaction Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to either Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from (i) the gross negligence or willful misconduct of such Indemnified PersonAgent or such Lender or (ii) legal proceedings commenced against such Agent or such Lender by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of Administrative Agent and Collateral Agent the Lender for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, excluding ordinary and customary costs and expenses of the Lender, in its administration of the Loan ("Routine Costs") but including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent, the Lender and (ii) such agents of each of Administrative Agent and Collateral Agent the Lender not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral Agent the Lender or by Borrowers the Borrower at the request of Administrative Agent or Collateral Agent the Lender (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral Agent and each the Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent the Lender and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse Lenders the Lender for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent and Collateral Agent the Lender harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents, excluding Routine Costs; and (e) to pay, indemnify, and hold each Lender, Administrative Agent and Collateral Agent the Lender (and their respective directors, officers, employees, agents employees and other affiliates (collectively, the “Indemnified Persons”), agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the any Loan Document (other Loan Documents than Routine Costs) or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each the Borrower or any other party other than Lenders, Administrative Agent or Collateral Agent the Lender to any Loan Document (all the foregoing in this clause (ee3), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to any Indemnified Person the Lender with respect to (i) indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Personthe Lender of (ii) the expenses of counsel and other advisors to the Lender incurred in connection with the execution, delivery, performance or administration of the Loan Documents or the Loans, as the case may be, other than as and to the extent required under clauses (a) through (d) above. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally (a) to pay or reimburse each of Administrative Agent and Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent, and (ii) such agents of each of Administrative Agent and Collateral Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral Agent or by Borrowers at the request of Administrative Agent or Collateral Agent (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent, Collateral Agent and Collateral Billing Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Agent, Collateral Agent and Collateral Billing Agent and their respective directors, officers, employees, agents and other affiliates (collectively, the “"Indemnified Persons”"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other Loan Documents or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “"workout” " or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower or any other party other than Lenders, Administrative Agent, Collateral Agent or Collateral Billing Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The agreements in this Section shall survive repayment of the Loans and all other Obligations payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of Administrative Agent and Collateral the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent, and (ii) such agents of each of Administrative Agent and Collateral the Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Agent (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral the Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral the Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and the Agent and Collateral Agent (and their respective directors, officers, employees, agents employees and other affiliates (collectively, the “Indemnified Persons”), agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower any Company or any other party other than Lenders, Administrative Agent the Lender or Collateral Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to the Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or any such Indemnified PersonLender. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower ------------- --------------------------------- agrees (a) to pay or reimburse each of Administrative Agent and Collateral the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including including, without limitation limitation, the reasonable fees and disbursements of (i) counsel to Administrative the Agent and counsel to Collateral Agent, and (ii) such agents of each of Administrative Agent and Collateral the Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Agent (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral the Agent and each Lender for all its ------------- reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral the Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and the Agent and Collateral Agent (and their respective directors, officers, employees, agents employees and other affiliates (collectively, the “Indemnified Persons”), agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each the Borrower or any other party other than Lenders, Administrative Agent the Lender or Collateral Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation ----------------------- -------- hereunder to the Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or any such Indemnified PersonLender. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) ------------- --------------------------------- to pay or reimburse each of Administrative Agent and Collateral the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including including, without limitation limitation, the reasonable fees and disbursements of (i) counsel to Administrative the Agent and counsel to Collateral Agent, and (ii) such agents of each of Administrative Agent and Collateral the Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Agent (collectively, “"Third ----- Parties”"); (b) to pay or reimburse Administrative Agent, Collateral the Agent and each Lender for all its reasonable costs and ------- expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral the Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and the Agent and Collateral Agent (and their respective directors, officers, employees, agents employees and other affiliates (collectively, the “Indemnified Persons”), agents) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each the Borrower or any other party other than Lenders, Administrative Agent the Lender or Collateral Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that ----------------------- -------- the Borrower shall have no obligation hereunder to the Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or any such Indemnified PersonLender. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of the Administrative Agent and Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to the Administrative Agent and counsel to Collateral Agent, and (ii) such agents of each of the Administrative Agent and Collateral Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of the Administrative Agent, Collateral Agent or by Borrowers the Borrower at the request of the Administrative Agent or Collateral Agent (collectively, “"Third Parties”"); (b) to pay or reimburse the Administrative Agent, Collateral Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to the Administrative Agent and counsel to Collateral Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral each Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and each Agent and Collateral Agent (and their respective directors, officers, employees, agents and other affiliates (collectively, the “Indemnified Persons”), affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower any Company or any other party other than Lenders, Administrative Agent the Lender or Collateral either Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to either Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified PersonAgent or any such Lender. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.

Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and severally The Borrower agrees (a) to pay or reimburse each of Administrative Agent and Collateral the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, interpretation and execution of, and any amendment, supplement or modification to, this Agreement, the Notes and any other Loan Documents and the consummation and administration of the transactions contemplated hereby, including without limitation the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent, and (ii) such agents of each of Administrative Agent and Collateral the Agent not regularly in its employ, and accountants, other auditing services, consultants and appraisers engaged by or on behalf of Administrative Agent, Collateral the Agent or by Borrowers the Borrower at the request of Administrative Agent or Collateral the Agent (collectively, “"Third Parties”"); (b) to pay or reimburse Administrative Agent, Collateral the Agent and each Lender for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes and any other Loan Documents, including, without limitation, the reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral the Agent and (ii) Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse the Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged for the preservation or enforcement of such Lender’s 's rights under this Agreement or any other Loan Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender, Administrative Agent Lender and Collateral the Agent harmless from, any and all recording and filing fees and taxes, lien discharge fees and taxes, intangible taxes and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes and the any other Loan Documents; and (e) to pay, indemnify, and hold each Lender, Administrative Lender and the Agent and Collateral Agent (and their respective directors, officers, employees, agents and other affiliates (collectively, the “Indemnified Persons”), affiliates) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of, or any transaction contemplated by, this Agreement and the other any Loan Documents Document or the use or proposed use of the proceeds of the Loans or the refinancing or restructuring of the credit arrangements arrangement provided under this Agreement in the nature of a “workout” "work-out" or any proceedings with respect to the bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower any Company or any other party other than Lenders, Administrative Agent the Lender or Collateral the Agent to any Loan Document (all the foregoing in this clause (e), collectively, the “"indemnified liabilities”"), provided, that the Borrower shall have no obligation hereunder to the Agent or any Indemnified Person Lender with respect to indemnified liabilities arising from the gross negligence or willful misconduct of the Agent or any such Indemnified PersonLender. The agreements in this Section shall survive repayment of the Loans Notes and all other Obligations amounts payable hereunder.