Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummatedany Loan is made hereunder, the Borrower agrees to pay: reimburse the Agent upon demand for all reasonable expenses paid or incurred by the Agent (a) the cost including filing and recording costs and reasonable fees and expenses of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable feeslegal counsel, expenses and disbursements who may be employees of the Agent and its counsel (as well as any outside counsel for the LendersAgent) incurred in connection with the preparation preparation, negotiation, execution, delivery, amendment, modification and interpretation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant Loan Documents. The Borrower agrees to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunderpay, and (c) save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including attorneys' fees and costs expenses of legal counsel) paid or incurred by the Agent and by each Lender or any Bank in connection with (i) the collection and enforcement of this Agreement, Agreement and any other Loan Document. The Borrower agrees to indemnify and hold the Loan Documents Banks and the Notes against the Borrower and/or the Parent Guarantor Agent harmless from any loss or the administration thereof after the occurrence and during the continuance of a Default expense which may arise or Event of Default, and (ii) in connection with any workout, amendment or waiver requested be created by the Borrower, acceptance of telephonic or other instructions for making Loans or disbursing the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conductproceeds thereof. The Borrower further agrees to defend, protect, indemnify and hold harmless the Indemnified Parties Agent and the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Banks and their respective Affiliates (each of the foregoing being an "Indemnitee" and all of the foregoing being collectively the "Indemnitees") from and against any and all claims, actions, damages, losses, settlement payments, obligations, liabilities, claimsjudgments, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the including all reasonable fees and expenses disbursements of such counsel. The covenants counsel which may be incurred in the investigation or defense of this Section 15 shall survive payment any matter) imposed upon, incurred by or satisfaction of payment of amounts owing with respect to the Notes.asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise:

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement preparation, review, execution, delivery, amendment, modification, interpretation, collection and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conductDocuments. The Borrower further agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Parties Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs liabilities and expenses incurred(including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, sufferedincluding those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, sustained statement, report or required other writing furnished by the Borrower to be paid by an Indemnified Party by reason of the Lender or resulting from any litigation, proceeding or dispute commenced or threatened against Xxxxxx pursuant to the Agent, Loan Documents or any Lender arising out other instrument, document or agreement shall prove to have been false or misleading. The obligations of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations Borrower under this Section 11.2 shall survive any termination or liabilities were caused by the gross negligence or willful misconduct expiration of the Indemnified Party. In any investigation, proceeding or litigation, or Discretionary Facility and payment in full of the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesObligations.

Expenses and Indemnities. Borrowers and Lenders agree that, as the following costs, expenses, charges and other disbursements benefit each Borrower and as such costs, expenses, charges and other disbursements cannot easily be ratably allocated to the account of any Borrower or Borrowers, each Borrower, unless otherwise specified in this Section 10.1, shall pay, as its Obligation, promptly on demand, and in any event within thirty (30) days of the invoice date therefor, (a) all costs, expenses, charges and other disbursements (including, without limitation, all reasonable attorneys' fees and allocated expenses of outside counsel and in-house legal staff) incurred by or on behalf of Agent or any Lender in connection with the preparation of the Loan Documents and all amendments and modifications thereof, extensions thereto or substitutions therefor, and all costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender (including, without limitation all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal staff) in connection with the furnishing of opinions of counsel (including, without limitation, any opinions requested by Lenders as to any legal matters arising hereunder) and of Borrowers' performance of and compliance with all agreements and conditions contained herein or in any of the other Loan Documents on its part to be performed or complied with; (b) all other costs, expenses, charges and other disbursements incurred by or on behalf of Agent or any Lender in connection with the negotiation, preparation, execution, administration, continuation and enforcement of the Loan Documents, and the making of the Loans hereunder; (c) all costs, expenses, charges and other disbursements (including, without limitation, all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal staff) incurred by or on behalf of Agent or any Lender in connection with the assignment or attempted assignment to any other Person of all or any portion of any Lender's interest under this Agreement pursuant to Section 11.10; and (d) regardless of the existence of an Event of Default or Potential Event of Default, all legal, appraisal, audit, accounting, consulting or other fees, costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender in connection with any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lenders, Agent, any Borrower or any other Person) seeking to enforce any Obligations of, or collecting any payments due from, any Borrower under this Agreement and the Notes, all of which amounts shall be deemed to be part of the Obligations; provided, however, that Lenders shall be entitled to collect the full amount of such costs, expenses, charges and other disbursements only once. Notwithstanding anything to the contrary contained in this Section 10.1, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, all appraisals of the Eligible Inventory shall be at the expense of Lenders. If an Event of Default or Potential Event of Default shall have occurred and be continuing, such appraisals shall be at the expense of the Requesting Borrower. . Whether or not the transactions contemplated hereby shall be consummated: . Each Borrower, the Borrower agrees as to itself, and FSI, jointly and severally as to itself and each Borrower, shall pay: (a) the cost of producing , indemnify, and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable feeshold each Lender, expenses and disbursements of the Agent and its counsel each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (as well as any outside counsel for the Lenderseach, an "Indemnified Person") incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligationspenalties, liabilitiesactions, claimsjudgments, actions suits, costs, charges, expenses or causes disbursements (including reasonable attorney's fees and the allocated cost of actionin-house counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and reasonable costs administration of this Agreement and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agentother Loan Documents, or any Lender arising out of the transactions contemplated hereby unless such damagesand thereby, lossesand with respect to any investigation, settlement paymentslitigation or proceeding (including any case, obligations action or liabilities were caused by proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding) related to this Agreement or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that Borrowers and FSI shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesPerson.

Expenses and Indemnities. Whether or not any the transactions contemplated hereby shall be consummatedLoan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel and financial advisor of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement preparation, review, execution, delivery, amendment, modification, interpretation, collection and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way work on possible financing activities related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conductBorrower. The Borrower further agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Parties Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs liabilities and expenses incurred(including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, sufferedincluding those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, sustained statement, report or required other writing furnished by the Borrower to be paid by an Indemnified Party by reason of the Lender or resulting from any litigation, proceeding or dispute commenced or threatened against Xxxxxx pursuant to the Agent, Loan Documents or any Lender arising out other instrument, document or agreement shall prove to have been false or misleading. The obligations of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations Borrower under this Section 10.2 shall survive any termination or liabilities were caused by the gross negligence or willful misconduct expiration of the Indemnified Party. In any investigation, proceeding or litigation, or Discretionary Facility and payment in full of the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesObligations.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' ’ fees and costs costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Borrower or Parent Guarantor or Interpool LimitedGuarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's ’s or any Lender's ’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Partyindemnified party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 14 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummated, the Borrower Borrowers agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the any Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, any Borrower or the Parent Guarantor or Interpool LimitedGuarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the any Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the any Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower Borrowers shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Each Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the each Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

Expenses and Indemnities. Whether or not any the transactions contemplated hereby shall be consummatedLoan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Xxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement preparation, review, execution, delivery, amendment, modification, interpretation, collection and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conductDocuments. The Borrower further agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Parties Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs liabilities and expenses incurred(including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, sufferedincluding those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, sustained statement, report or required other writing furnished by the Borrower to be paid by an Indemnified Party by reason of the Lender or resulting from any litigation, proceeding or dispute commenced or threatened against Xxxxxx pursuant to the Agent, Loan Documents or any Lender arising out other instrument, document or agreement shall prove to have been false or misleading. The obligations of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations Borrower under this Section 10.2 shall survive any termination or liabilities were caused by the gross negligence or willful misconduct expiration of the Indemnified Party. In any investigation, proceeding or litigation, or Facility and payment in full of the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesObligations.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto hereto, thereto, hereunder or hereunderthereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment amendment, modification, approval, consent or waiver requested by the Borrower, the Borrower or Parent Guarantor or Interpool LimitedGuarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion may conductdiscretion; provided, however, that the Agent, each Lender and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses incurred by the Servicer in connection with any audits or inspections hereunder. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 14 shall survive payment or satisfaction of payment of amounts owing with respect to the Notes.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummatedany Advance is made hereunder, the Borrower agrees Sellers jointly and severally agree to pay: (a) reimburse the cost Buyer upon demand for all reasonable expenses paid or incurred by the Buyer (including filing and recording costs and fees and expenses of producing legal counsel, who may be employees of the Buyer) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and reproducing this Agreement and other instruments mentioned hereinenforcement of the Related Documents (including without limitation those incurred in connection with any appeal of a lower court order or judgment); (b) pay, and save the reasonable feesBuyer harmless from all liability for, expenses and disbursements any stamp or other taxes which may be payable with respect to the execution or delivery of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, Related Documents; and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreementindemnify, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Buyer and any of its officers, directors, employees or agents and any subsequent holder of the Buyer’s interests hereunder (collectively, the “Indemnified Parties Parties”) from and against any and all damagesliabilities, obligations, losses, settlement paymentsdamages, obligationspenalties, liabilitiesjudgments, claimssuits, actions costs, expenses and disbursements of any kind whatsoever (the “Indemnified Liabilities”) which may be imposed upon, incurred by or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an asserted against such Indemnified Party by reason in any way relating to or arising out of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agentthis Agreement, or any Lender arising out other Related Document or any of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or thereby. The foregoing indemnity shall not apply to the extent the indemnified liabilities were caused by result from the gross negligence or willful misconduct of the any Indemnified Party. In any investigation, proceeding The agreement of the Sellers contained in this Section 11.2 shall survive the expiration or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants termination of this Section 15 shall survive Agreement and the payment or satisfaction in full of payment of amounts owing with respect to the Notesother Obligations.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to payreimburse the Lender upon demand for: (a) all reasonable expenses paid or incurred by either the cost Lender or Xxxxxx (including filing and recording costs and fees and expenses of producing legal counsel of each of Lender, Xxxxxx and reproducing this Agreement and other instruments mentioned herein; (bAssociated Bank) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, Loan Documents; and (cb) all reasonable out-of-pocket expenses paid or incurred by either the Lender or Xxxxxx (including attorneys' filing and recording costs and fees and costs incurred by the Agent expenses of legal counsel of each of Lender, Xxxxxx and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (iiTCF National Bank) in connection with any workoutthe preparation, amendment or waiver requested by the Borrowerreview, the Parent Guarantor or Interpool Limitedexecution, litigationdelivery, proceeding or dispute (other than one between two or more Lenders amendment, modification, interpretation, collection and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs enforcement of any field audit examinations that document, instrument or agreement evidencing the Agent in its discretion may conductTCF Loan. The Borrower further agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Parties Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs liabilities and expenses incurred(including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, sufferedincluding those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, sustained statement, report or required other writing furnished by the Borrower to be paid by an Indemnified Party by reason of the Lender or resulting from any litigation, proceeding or dispute commenced or threatened against Xxxxxx pursuant to the Agent, Loan Documents or any Lender arising out other instrument, document or agreement shall prove to have been false or misleading. The obligations of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations Borrower under this Section 11.2 shall survive any termination or liabilities were caused by the gross negligence or willful misconduct expiration of the Indemnified Party. In any investigation, proceeding or litigation, or Discretionary Facility and payment in full of the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesObligations.

Expenses and Indemnities. Whether or not the transactions contemplated hereby shall be consummatedany Discretionary Loan is made hereunder, the Borrower agrees to pay: reimburse the Lender upon demand for all reasonable expenses paid or incurred by either the Lender or Mxxxxx (aincluding filing and recording costs and fees and expenses of legal counsel of each of Lender and Mxxxxx) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement preparation, review, execution, delivery, amendment, modification, interpretation, collection and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and Documents. Without the Notes against the Borrower and/or the Parent Guarantor consent or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment or waiver requested by additional direction from the Borrower, the Parent Guarantor or Interpool Limited, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which Borrower agrees that the Lender may advance to itself amounts payable by the Borrower commences proceedings against the Lenders or under this Section, and any Lender and prevails therein), whether arising hereunder or otherwise, in any way related such advance will be deemed to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent in its discretion may conducta Discretionary Loan. The Borrower further agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Mxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the transactions contemplated in the Loan Documents. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Parties Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs liabilities and expenses incurred(including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, sufferedincluding those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, sustained statement, report or required other writing furnished by the Borrower to be paid by an Indemnified Party by reason of the Lender or resulting from any litigation, proceeding or dispute commenced or threatened against Mxxxxx pursuant to the Agent, Loan Documents or any Lender arising out other instrument, document or agreement shall prove to have been false or misleading. The obligations of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations Borrower under this Section 10.2 shall survive any termination or liabilities were caused by the gross negligence or willful misconduct expiration of the Indemnified Party. In any investigation, proceeding or litigation, or Discretionary Facility and payment in full of the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the NotesObligations.

Expenses and Indemnities. (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation preparation, negotiation and closing of this Agreement and other instruments mentioned herein, each funding hereunder, the addition or removal of Collateral pursuant to Section 5 and all amendments, modifications, approvals, consents or waivers hereto hereto, thereto, hereunder or hereunderthereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' ’ fees and costs costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment amendment, modification, approval, consent or waiver requested by the Borrower, the Borrower or Parent Guarantor or Interpool LimitedGuarantor, litigation, proceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's ’s or any Lender's ’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion may conduct. The Borrower further agrees to indemnify and hold harmless the Indemnified Parties from and against any and all damagesdiscretion; provided, losseshowever, settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against that the Agent, or any each Lender arising out and their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused expenses incurred by the gross negligence Servicer in connection with any audits or willful misconduct of the Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent shall be entitled to select its own counsel and, to the extent no conflict of interest arises, counsel for the Lenders (being the same counsel as counsel to the Agent) and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. The covenants of this Section 15 shall survive payment or satisfaction of payment of amounts owing with respect to the Notesinspections hereunder.