Common use of Expenses; Documentary Taxes; Indemnification Clause in Contracts

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower Borrower, severally (and neither jointly nor jointly and severally) not jointly, agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Operations Agent, including the reasonable fees and disbursements of special counsel for the Administrative Operations Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Default or Event of Default or alleged Default or Event of Default hereunder hereunder, and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof , and (ii) if a Default or an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithBank, including fees and disbursements of counsel, provided that reimbursement shall be for no more than only one counsel for all Banks other than the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessaryOperations Agent, in each case incurred in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that any such amounts payable in connection with a Default or Event of Default by a particular Borrower or arising out of or relating to the Loans made to a particular Borrower shall only be payable out of the assets of such Borrower and no other Borrower. This Section 8.3(a) shall Each Borrower, severally and not apply with respect to Taxes (which are covered by Section 2.12)jointly, except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. All amounts to be paid pursuant to this clause (a) (other than pursuant to clause (ii) of the first sentence of this clause (a)) shall be paid by the Borrowers pro rata based on the most recent Allocation Notice delivered to the Operations Agent.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of each Agent and the Administrative Agent's affiliates, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and any termination hereof; provided , provided, that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent Agents and the Banks plus any local counsel that counsel for the Administrative Agent Agents and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; , provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower Borrower, severally (and neither jointly nor jointly and severally) not jointly, agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Operations Agent, including the fees and disbursements of special counsel for the Administrative Operations Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Default or Event of Default or alleged Default or Event of Default hereunder hereunder, and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof , and (ii) if a Default or an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithBank, including fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Default or Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that any such amounts payable in connection with a Default or Event of Default by a particular Borrower or arising out of or relating to the Loans made to a particular Borrower shall only be payable out of the assets of such Borrower and no other Borrower. This Section 8.3(a) shall Each Borrower, severally and not apply with respect to Taxes (which are covered by Section 2.12)jointly, except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or any of the other Loan Documents. All amounts to be paid pursuant to this clause (a) (other than pursuant to clause (ii) of the first sentence of this clause (a)) shall be paid by the Borrowers pro rata based on their relative Maximum Amounts or based on such other method as the Boards of Directors or Boards of Trustees, as applicable, of the Entities shall determine with prior written notice to the Operations Agent.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and any termination hereof; provided , provided, that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. Borrower and the Guarantor Subsidiaries, jointly and severally, agree to pay (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including Sole Lead Arranger and Joint Bookrunners and the reasonable fees and disbursements of special legal counsel for the Administrative Agent, in connection with the preparationnegotiation, negotiation documentation and closing of this Agreement the Credit Facility, and thereafter all reasonable expenses of Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the other Loan DocumentsLenders in connection with any waiver, the syndication of the facility established herebyapproval, any waiver or consent hereunder or under the other Loan Documents or any amendment hereofamendment, any waiver supplement or replacement of any Event of the Loan Documents, or any Default or alleged Event of Default hereunder and any termination hereofhereunder; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (iib) if a Default or an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by Administrative Agent, Sole Lead Arranger, Joint Bookrunners or the Administrative Agent and each Bank in connection therewithLenders, including reasonable fees and disbursements of counsel, provided that reimbursement shall be for no more than one legal counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes therefrom (which are covered by Section 2.12including, without limitation, any bankruptcy or other insolvency proceedings), except that each fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the Lenders in connection therewith. Borrower severally (and neither jointly nor the Guarantor Subsidiaries, jointly and severally, indemnify Administrative Agent, Sole Lead Arranger, Joint Bookrunners and each Lender (and all officers, directors and Affiliates thereof) agrees to indemnify and hold Administrative Agent, Sole Lead Arranger, Joint Bookrunners and each Bank Lender (and all officers, directors and Affiliates thereof) harmless from and against its pro rata share any and all liabilities, losses, damages, costs and expenses of any transfer taxeskind (including, documentary taxeswithout limitation, assessments the reasonable fees and disbursements of counsel for Administrative Agent, Sole Lead Arranger, Joint Bookrunners and the Lenders (and all officers, directors and Affiliates thereof) in connection with any investigative, administrative or charges made judicial proceeding, whether or not Agents, Sole Lead Arranger, Joint Bookrunners or Lenders (or any officers, directors or Affiliates thereof)) shall be designated a party thereto) which may be incurred by Administrative Agent, Sole Lead Arranger, Joint Bookrunners or any Governmental Authority by reason of the execution and delivery Lender (or any officers, directors or Affiliates thereof) relating to or arising out of this Agreement or any actual or proposed use of proceeds of the other Loan DocumentsNotes or the Competitive Bid Notes; PROVIDED THAT NEITHER ADMINISTRATIVE AGENT, SOLE LEAD ARRANGER, JOINT BOOKRUNNERS NOR ANY LENDER (NOR ANY OFFICER, DIRECTOR OR AFFILIATE THEREOF) SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENTION HEREBY THAT ADMINISTRATIVE AGENT, SOLE LEAD ARRANGER, JOINT BOOKRUNNERS AND EACH LENDER (AND ALL OFFICERS, DIRECTORS AND AFFILIATES THEREOF) SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OR HIS NEGLIGENCE (SOLE, CONTRIBUTORY, CONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. Borrower and the Guarantor Subsidiaries, jointly and severally, agree to pay (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of Administrative Agent and the Administrative Agent, including the reasonable fees and disbursements of special legal counsel for the Administrative Agent, in connection with the preparationnegotiation, negotiation documentation and closing of this Agreement the Loan, and thereafter all reasonable expenses of Administrative Agent and the other Loan DocumentsLenders in connection with any waiver, the syndication of the facility established herebyapproval, any waiver or consent hereunder or under the other Loan Documents or any amendment hereofamendment, any waiver supplement or replacement of any Event of the Loan Documents, or any Default or alleged Event of Default hereunder and any termination hereofhereunder; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (iib) if a Default or an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewithor the Lenders, including reasonable fees and disbursements of counsel, provided that reimbursement shall be for no more than one legal counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes therefrom (which are covered by Section 2.12including, without limitation, any bankruptcy or other insolvency proceedings), except that each fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent and the Lenders in connection therewith. Borrower severally (and neither jointly nor the Guarantor Subsidiaries, jointly and severally, indemnify Administrative Agent and each Lender (and all officers, directors and Affiliates thereof) agrees to indemnify and hold Administrative Agent and each Bank Lender (and all officers, employees, directors and Affiliates thereof) harmless from and against its pro rata share any and all liabilities, losses, damages, costs and expenses of any transfer taxeskind (including, documentary taxeswithout limitation, assessments the reasonable fees and disbursements of counsel for Administrative Agent and the Lenders (and all officers, employees, directors and Affiliates thereof) in connection with any investigative, administrative or charges made judicial proceeding, whether or not Administrative Agent or Lenders (or any officers, directors or Affiliates thereof) shall be designated a party thereto) which may be incurred by Administrative Agent or any Governmental Authority by reason of the execution and delivery Lender (or any officers, directors or Affiliates thereof) relating to or arising out of this Agreement or any actual or proposed use of proceeds of the other Loan DocumentsNotes; PROVIDED THAT NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER (NOR ANY OFFICER, DIRECTOR OR AFFILIATE THEREOF) SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENTION HEREBY THAT ADMINISTRATIVE AGENT AND EACH LENDER (AND ALL OFFICERS, DIRECTORS AND AFFILIATES THEREOF) SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS OR HIS NEGLIGENCE (SOLE, CONTRIBUTORY, CONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. Borrower and Guarantors, jointly and severally, agree to pay (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of each Agent and the Administrative Agent, including the reasonable fees and disbursements of special legal counsel for the Administrative AgentLenders as a group, in connection with the preparationnegotiation, negotiation documentation and closing of this Agreement the Credit Facilities, and the other Loan Documents, the syndication thereafter all reasonable expenses of the facility established hereby, each Agent and Lenders in connection with any waiver or consent hereunder or under the other Loan Documents or any amendment hereofamendment, any waiver supplement or replacement of any Event of the Loan Documents, or any Default or alleged Event of Default hereunder and any termination hereofhereunder; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (iib) if a Default or an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithor Lenders, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one legal counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes therefrom (which are covered by Section 2.12including, without limitation, any bankruptcy or other insolvency proceedings), except that each fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Lenders in connection therewith. Borrower severally (and neither jointly nor Guarantors, jointly and severally) agrees to , indemnify each Bank Agent and each Lender and hold each Agent and each Lender harmless from and against its pro rata share any and all liabilities, losses, damages, costs and expenses of any transfer taxeskind (including, documentary taxeswithout limitation, assessments the reasonable fees and disbursements of counsel for each Agent and Lenders in connection with any investigative, administrative or charges made judicial proceeding, whether or not Agents or Lenders shall be designated a party thereto) which may be incurred by any Governmental Authority by reason of the execution and delivery Agent or any Lender relating to or arising out of this Agreement or any actual or proposed use of proceeds of the other Loan DocumentsNotes or the Letters of Credit; PROVIDED THAT NEITHER ANY AGENT NOR ANY LENDER SHALL HAVE THE RIGHT TO BE INDEMNIFIED HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IT BEING THE INTENTION HEREBY THAT AGENT AND EACH LENDER SHALL BE INDEMNIFIED FOR THE CONSEQUENCES OF ITS NEGLIGENCE (SOLE, CONTRIBUTORY, CONTINGENT OR OTHERWISE) WHETHER WHOLE OR IN PART.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and any termination hereof; , provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing preparation of this Agreement and the other Loan DocumentsPapers and, if appropriate, the syndication recordation of the facility established herebyLoan Papers, any waiver or consent hereunder or any amendment hereof, hereof or supplement hereto or any waiver of any Event of Default or alleged Event Default hereunder; provided, that the fees and expenses of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses counsel to Agent incurred in connection with any amendment the preparation of this Agreement and the other Loan Papers to be executed on or waiver that does before the Closing Date and closing the transactions contemplated hereby shall not relate exceed the sum of (A) $20,000, (B) reasonable fees of counsel to or affect such Borrower Agent in connection with the title review contemplated by Section 6.1(g), and such (c) travel expenses shall be borne by related to out of town travel to the Borrowers to which they relate based upon their pro rata share thereof extent required, and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-of- pocket expenses incurred by the Administrative Agent and each Bank in connection therewithor any Bank, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom, fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Agent or any Bank in connection therewith. This Section 8.3(a) Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority Taxes imposed by reason of the execution and delivery of this Agreement or the Notes (other than Taxes imposed on the overall net income of such Bank or its Lending Office, unless and to the extent that such income Taxes are assessed in a jurisdiction in which such Bank was not previously subject to income Taxes and are assessed solely as a result of such Bank's rights and obligations under this Agreement and the other Loan DocumentsPapers). Without limiting Borrower's rights under Section 2.9, 57 Banks agree that if Taxes of the type described in this Section 13.3 are imposed on any Bank and such Bank requests indemnification therefor in an amount greater than $100,000, Borrower shall have the right to either (i) reduce the Total Commitment to zero pursuant to and in accordance with Section 2.9, or (ii) replace such Bank with an Assignee reasonably acceptable to Agent pursuant to an Assignment and Assumption Agreement in accordance with Section 13.10 hereof.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing preparation of this Agreement and the other Loan DocumentsPapers and, if appropriate, the syndication recordation of the facility established herebyLoan Papers, any waiver or consent hereunder or any amendment hereof, hereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof hereunder, and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank, including fees and disbursements of counsel in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom, fees of auditors and consultants incurred in connection therewith and investigation expenses incurred by Administrative Agent and each Bank in connection therewith. Without duplication of Section 13.6, including fees and disbursements of counsel, provided that reimbursement Borrower shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against any Documentary Taxes. 127 that may be assigned or that must be retained) for that assignment set forth in the applicable Assignment and Assumption Agreement are satisfied. The “Effective Date” in each Assignment and Assumption Agreement must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least five (5) Business Days after it is executed and delivered by the assignor Bank and Assignee to Administrative Agent and Borrower for acceptance. Once that Assignment and Assumption Agreement is accepted by Administrative Agent and Borrower, then, from and after the Effective Date stated in it (A) Assignee automatically becomes a party to this Agreement and, to the extent provided in that Assignment and Assumption Agreement, has the rights and obligations of a Bank under the Loan Papers, (B) the assignor Bank, to the extent provided in that Assignment and Assumption Agreement, is released from its pro rata share obligations to fund Borrowings under this Agreement and its reimbursement obligations under this Agreement and, in the case of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason an Assignment and Assumption Agreement covering all of the execution remaining portion of the assignor Bank’s rights and obligations under the Loan Papers, that Bank ceases to be a party to the Loan Papers, (C) Borrower shall execute and deliver to the assignor Bank and Assignee the appropriate Notes in accordance with this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) preceding, the assignor Bank shall return to Borrower all Notes previously delivered to that Bank under this Agreement Agreement, and (E) Schedule 1 hereto is automatically deemed to be amended to reflect the name, Maximum Credit Amount and Elected Commitment of Assignee and the remaining Maximum Credit Amount or Elected Commitment (if any) of the other Loan Documentsassignor Bank, and Administrative Agent shall prepare and circulate to Borrower and Banks an amended Schedule 1, reflecting those changes.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, hereof or any waiver of any Event of Default or alleged Event Default hereunder, (ii) as described in the fee letter, dated as of Default hereunder July 8, 2005 among JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities, Inc., Xxxxxxxxx-Xxxx Company and any termination hereof; provided that no Borrower shall be liable Xxxxxxxxx-Xxxx Company Limited, for any such expenses incurred the preparation of this Agreement, (iii) as described in connection with any amendment or waiver that does not relate to or affect such Borrower the fee letter, dated as of July 8, 2005, among Citigroup Global Markets Inc., Xxxxxxxxx-Xxxx Company and such expenses shall be borne by Xxxxxxxxx-Xxxx Company Limited, for the Borrowers to which they relate based upon their pro rata share thereof preparation of this Agreement and (iiiv) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithBank, including reasonable fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) The Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the other Loan DocumentsNotes. To the extent practicable, the Administrative Agent or Bank, as the case may be, shall give the Borrower prior notice of the incurrence of any expenses described in this subsection (a); provided, however, that the failure to give such notice shall not affect the obligation of the Borrower to pay such Administrative Agent or Bank the amount or amounts due pursuant to subsection (a) with respect to such expenses.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to --------------------------------------------- shall pay its pro rata share of (i) all reasonable and documented out-of-pocket expenses of the Administrative AgentBank, including the fees and disbursements of special counsel for the Administrative AgentBank, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder under this Agreement or any of the other Loan Documents or any amendment hereof, hereof or thereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof thereunder and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewithBank, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. This Section 8.3(a) The Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each the Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents, and the Borrower shall indemnify the Bank and their respective directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or proposed use by the Borrower of this Agreement or any other Loan Document or from investigation, litigation (including, without limitation, any actions taken by the Bank to enforce this Agreement or any of the other Loan Documents) or other proceeding (including without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand, for any expenses (including, without limitation, legal counsel fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing preparation of this Agreement and the other Loan Documents, the syndication of the facility established herebyAgreement, any waiver or consent hereunder or any amendment hereof, any waiver of hereof or any Event of Default or any event or condition which, with the giving of notice or lapse of time or both, would become an Event of Default or any alleged Event of Default or such event or condition hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewithBank, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) The Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or similar charges made by any Governmental Authority governmental authority solely by reason of the execution and delivery of this Agreement or the other Loan DocumentsNotes. (b) The Borrower agrees to indemnify the Agent and each Bank and their respective affiliates (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder (i) for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction or (ii) in respect of any litigation instituted by (x) any Participant against any Bank or the Agent, (y) any Bank against any Participant, any Bank or the Agent, or (z) any holder of any security of any Bank (in its capacity as such) against any Bank, to the extent any such litigation does not arise out of any misconduct (alleged in good faith by such Bank) by or on behalf of the Borrower. Section 9.04.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to will pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative AgentAgent (including reasonable fees, including the fees expenses and disbursements of special counsel for the Administrative Agent, ) in connection with the preparation, negotiation negotiation, enforcement, operation, syndication, and closing administration of this Agreement and Agreement, the Notes, the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any documents executed in connection therewith, or any waiver, modification or amendment hereof, any waiver of any provision hereof or thereof; and (ii) pay or reimburse the Agent and each Bank for all costs and expenses incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or any other Loan Document during the existence of an Event of Default or alleged Event after acceleration of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred the Loans (including in connection with any amendment "workout" or waiver that does not relate to or affect such Borrower restructuring regarding the Loans, and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrowerincluding in any Insolvency Proceeding, appellate proceeding, all court costs and costs of collection (including, without limitation, reasonable out-of-pocket fees, expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and any Bank), then, and in any such event, the Banks plus attorneys' fees arising from such services and all expenses, costs, charges and other fees incurred by such counsel in any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred way or respect arising in connection with such Event or relating to any of Default the events or actions described in this Section together with interest thereon from the date incurred until paid by the Borrower at the maximum rate allowed by applicable laws, which Borrower agrees to pay on demand, shall constitute Obligations and collection, bankruptcy, insolvency shall be secured by and other enforcement proceedings resulting therefromentitled to the benefits of the Loan Documents. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each The Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank the Indemnified Parties from and hold it harmless against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery by the Borrower or any other Person of this Agreement or Agreement, the Notes, the other Loan Documents, and any documents executed in connection therewith AND EXPRESSLY INDEMNIFIES AND AGREES TO HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY SUCH CLAIMS, DAMAGES, LIABILITIES, AND EXPENSES ARISING BY REASON OF ANY INDEMNIFIED PARTY'S OWN NEGLIGENCE.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative AgentAgents, including the reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation, negotiation preparation and closing administration of this Agreement and the other Loan Documents, the syndication of the facility established herebyAgreement, any waiver or consent hereunder or any amendment hereof, hereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithBank, including the reasonable fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a(b) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each The Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank Agent and Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against its pro rata share any and all liabilities, losses, damages, costs and expenses of any transfer taxeskind, documentary taxesincluding, assessments without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or charges made by any Governmental Authority by reason of the execution and delivery judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened, relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the other Loan Documentsright to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. Section 9.04.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Lenders and the Agent, including the fees and disbursements of special counsel for the Administrative Agent's and each Lender's counsel, in connection with the preparation, negotiation and closing preparation of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or thereunder or any amendment hereof, hereof or thereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof thereunder and (ii) if an Event of a Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewithor any Lender, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency collection and other enforcement proceedings resulting therefrom, including out-of-pocket expenses incurred in enforcing this Agreement and the other Loan Documents. This Section 8.3(a(b) (c) The Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that indemnify the Agent and each Borrower severally (Lender against any and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer all documentary stamp taxes, documentary transfer taxes or interest equalization taxes or similar excise taxes, assessments or charges made which may at any time be determined to be payable by any Governmental Authority the Agent or such Lender by reason of the execution and delivery of this Agreement or any other Loan Document or the issuance by the Borrower of any of the Notes. (d) (e) The Borrower agrees to indemnify each of the Agent, the Lenders, each affiliate of the Agent or any Lender and all of their respective directors, officers, employees and agents (each an "Indemnified Party") from, and hold each Indemnified Party harmless from and against, any and all losses, costs, charges, expenses (including, without limitation, reasonable attorney's fees and expenses of preparing for litigation or preparation therefor, whether or not such Indemnified Party is a party thereto), claims, demands, suits, damages, penalties, taxes (other than taxes on the income), fines, levies and assessments that may be asserted or imposed against, or suffered or incurred by, such Indemnified Party as a direct or indirect result of: (f) (i) this Agreement, the Notes, the other Loan Documents., the Obligations, the transactions contemplated by the Loan Documents, the making of any Loans or the direct or indirect use or application, or proposed use or application, of the proceeds of any Loans,

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder hereunder, and any termination hereof; provided , provided, that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the preparation, negotiation and closing of this Agreement and the other Loan Documents, the syndication of the facility established hereby, any waiver or consent hereunder or any amendment hereof, any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; , provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewith, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or the other Loan Documents.

Expenses; Documentary Taxes; Indemnification. (a) Each Borrower severally (and neither jointly nor jointly and severally) agrees to pay its pro rata share of (i) The Company shall pay (A) all reasonable out-of-pocket expenses of the Administrative Agenteach Holder, including the fees and disbursements of special counsel for the Administrative Agentsuch Holder, in connection with the preparation, negotiation and closing preparation of this Agreement Agreement, (B) all out-of-pocket expenses of each Holder, including fees and the other Loan Documentsdisbursements of counsel for such Holder, the syndication of the facility established hereby, in connection with any waiver or consent hereunder under this Agreement or under the Debentures or any amendment hereof, of this Agreement or the Debentures or any waiver of any Event of Default default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment default under this Agreement or waiver that does not relate to or affect such Borrower and such expenses shall be borne by under the Borrowers to which they relate based upon their pro rata share thereof Debentures and (iiC) if an Event of Default occurs with respect to such BorrowerDefault, as defined in the Debentures, occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent and each Bank in connection therewithHolder, including fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a) The Company shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank Holder against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the Debentures. (ii) The Company hereby indemnifies and holds each Holder and its affiliates, shareholders, officers, directors, employees and agents (collectively, the "Indemnified Parties") harmless from and against any and all actions, causes of action, suits, losses, costs, claims, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including attorneys' and other Loan Documentsexperts' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to (A) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds from the sale of the Debentures; or (B) the entering into and performance of this Agreement and any other document delivered in connection herewith byany of the Indemnified Parties, but excluding Indemnified Liabilities arising under agreements entered into by the Purchaser prior to the date hereof which are unrelated to this Agreement. An Indemnified Party shall be entitled to be represented by the counsel of such Indemnified Party's choice in connection with the defense (including any investigation) of any third party claim against or involving such Indemnified Party for which indemnification is sought under this Agreement and, on demand (and as incurred), the Company shall pay, or reimburse such Indemnified Party for, the fees and expenses of such counsel and all other expenses relating to such defense. This indemnity shall survive repayment or transfer of the Debentures, the conversion of any Debenture into Reserved Shares or the transfer of any Reserved Shares. The Company's obligation to any Indemnified Party under this indemnity shall be without regard to fault on the part of the Company with respect to the violation or condition which results in liability of any Indemnified Party If and to the extent that the foregoing undertaking is determined to be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-of- pocket expenses of the Administrative AgentAgents, including the reasonable fees and disbursements of special counsel for the Administrative AgentAgents, in connection with the preparation, negotiation preparation and closing administration of this Agreement and the other Loan Documents, the syndication of the facility established herebyAgreement, any waiver or consent hereunder or any amendment hereof, hereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and (ii) if an Event of Default occurs with respect to such Borroweroccurs, all reasonable out-of-pocket expenses incurred by the Administrative each Agent and each Bank in connection therewithBank, including the reasonable fees and disbursements of counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. This Section 8.3(a(b) shall not apply with respect to Taxes (which are covered by Section 2.12), except that each The Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank Agent and Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against its pro rata share any and all liabilities, losses, damages, costs and expenses of any transfer taxeskind, documentary taxesincluding, assessments without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or charges made by any Governmental Authority by reason of the execution and delivery judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened, relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the other Loan Documentsright to be indemnified hereunder for such Indemnitee's own gross negligence or willful misconduct as determined by a court of competent jurisdiction. Section 9.04.

Expenses; Documentary Taxes; Indemnification. (a) Each The Borrower severally (and neither jointly nor jointly and severally) agrees to shall pay its pro rata share of (i) all reasonable out-of-pocket expenses of the Administrative Agent, including the fees and disbursements of special counsel for the Administrative Agent, in connection with the syndication of the credit facility, the preparation, negotiation and closing administration of this Agreement and the other Loan DocumentsAgreement, the syndication (ii) all reasonable out-of-pocket expenses of the facility established herebyAdministrative Agent, including fees and disbursements of counsel to the Administrative Agent, in connection with any waiver or consent hereunder or any amendment hereof, hereof or any waiver of any Event of Default or alleged Event of Default hereunder and any termination hereof; provided that no Borrower shall be liable for any such expenses incurred in connection with any amendment or waiver that does not relate to or affect such Borrower and such expenses shall be borne by the Borrowers to which they relate based upon their pro rata share thereof and hereunder, (iiiii) if an Event of Default occurs with respect to such Borrower, all reasonable out-of-pocket expenses of the Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iv) any civil penalty or fine assessed by OFAC against any Lender, the Administrative Agent or the Letter of Credit Issuer and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof, as a result of the funding Loans or issuance of any Letter of Credit or the acceptance of payments due under a Loan Document, and (v) all out of pocket expenses incurred by the Administrative Agent Agent, the Letter of Credit Issuer and each Bank in connection therewithLender, including fees and disbursements of outside counsel, provided that reimbursement shall be for no more than one counsel for the Administrative Agent and the Banks plus any local counsel that counsel for the Administrative Agent and the Banks shall deem necessary, in each case incurred in connection with the enforcement or protection of its rights in connection with this Agreement or the Notes, including its rights under this Section or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower’s obligations to any Lender under clause (v) of this Section 9.3(a) shall arise only upon the occurrence and during the continuance of an Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefromDefault. This Section 8.3(a) The Borrower shall not apply with respect to Taxes (which are covered by Section 2.12), except that each Borrower severally (and neither jointly nor jointly and severally) agrees to indemnify each Bank Lender against its pro rata share of any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority governmental authority by reason of the execution and delivery of this Agreement or the other Loan DocumentsNotes.