Common use of Expenses, Stamp Tax Indemnity Clause in Contracts

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges professional fees and disbursements separately charged items of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents requested by the Company pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents requested by the Company resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the NotesNotes (including, without limitation, the reasonable fees and expenses of any investment banker or financial consultant engaged by the holders of the Notes in connection with any work-out, restructuring or reorganization). The Company also agrees that subject to Section 9.3 it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person (other than any brokerage fees and commissions of any Person retained by you except as otherwise provided herein) in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Constituent Companies agree to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Constituent Companies of its their obligations under this Agreement and the Notes. The Company also agrees Constituent Companies further agree that it they will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees Constituent Companies agree to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Constituent Companies agree to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. The Company agrees to pay all expenses in connection with the issuance, sale and delivery to you of the Notes, including the cost of shipping the same to you at your home office or such other place as you may specify. Whether or not the transactions purchase herein contemplated shall be consummated, the Company agrees to pay directly reimburse you for all of your out-of-pocket expenses, including, but not limited to, the Purchasers' reasonable charges and disbursements of Xxxxxxx and Xxxxxx, your special counsel in connection with the transaction contemplated by this Agreement and all of your out-of-pocket expenses in connection with the preparation, execution and delivery relating to any proposed or actual amendments of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof or thereof, including, without limitation, any proposed or actual amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay to indemnify and save each Purchaser hold you harmless against from any and all liability with respect to on account of stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company further agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's Corporation for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting SECTION 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of a Closing Date. The Company also further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoutstanding and to pay and save you harmless against any and all losses, costs and expenses relating to any request by the Requisite Holders of the Notes for the Company to hire a consultant pursuant to SECTION 5.16(c). The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for each series, and tranche, if any, of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' Purchaser’s reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's ’s home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last penultimate sentence of SECTION §9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of the Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses incurred by the Purchasers and each other holder of a Note in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial counsel to the Purchasers’ special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser at such Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Company agrees to pay the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses shall not exceed $4,000.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable to Lender (i) Lender's reasonable, documented out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each PurchaserLender's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (ii) all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesNote. The Company agrees to pay all reasonable costs and expenses incurred by Lender in connection with the making of the Loan, including but not limited to filing fees, recording taxes and reasonable attorneys' fees, promptly upon demand of Lender. Company further agrees to pay all of the out-of-pocket costs and expenses incurred by Lender in connection with the collection of the Loan, any amendment to the Loan Documents, or prepayment of the Loan, including but not limited to reasonable attorneys' fees, promptly upon demand of Lender. The Company also agrees that it will pay and save each Purchaser hold Lender harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingNote. The Company agrees to shall protect and indemnify each Purchaser Lender against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable to Purchaser (i) up to $25,000 as reimbursement for Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements disbursements, of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (ii) so long as Purchaser holds any of the Convertible Preferred Stock, all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesConvertible Preferred Stock. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesConvertible Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are Convertible Preferred Stock is then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person as a result of any actions of the Company or its agents in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxecial special counsel to the Purchasers, duplicating and printing costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser Holder against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You hereby represent and warrant to the Company that you have not retained any broker in connection with the transactions contemplated by this Agreement and that you have not dealt with any investment banker other than SBC Warburg Dillon Read Inc. and Dxxx Xxxxxxxx Xxxxxxx, a division of Dxxx Xxxxxxxx Incorporated. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company also will pay the reasonable fees, expenses and disbursements of an investment bank or other firm acting as financial adviser to the Holders following the occurrence and during the continuance of a Default or an Event of Default or in connection with any such amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. The obligations of the Company under this ss.9.4 shall survive the transfer of any Note or portion thereof or interest therein by any Holder and the payment of any Note.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the Security Agreement and the transactions contemplated herebyhereby or thereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to your special counsel, the Purchasersinitial and ongoing reasonable charges and disbursements of the Indexing Agent, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement, the Security Agreement and the Notes. The Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to the Closing Date. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxestaxes (other than taxes based, in part, on the income of a Holder), if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoriginally issued hereunder. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Each Purchaser represents that no placement agent, broker or finder has been retained by such Purchaser in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Obligors agree to pay directly all of the Purchasers' reasonable Purchaser’s out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement, the Security Agreement and the Mortgages and the transactions contemplated hereby, including but not limited to all filing and recording fees, all Security Trustee’s fees, all fees relative to appraisals, the reasonable charges fees and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any consents, work-out, renegotiation or restructuring relating pursuant to the performance provisions hereof, including without limitation, all legal fees and the reasonable fees and expenses of any one investment banker or financial advisor engaged by and representing the Company holders of its obligations under this Agreement and the Notes. The Company Obligors also agrees agree that it they will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, the Security Agreement, the Mortgages or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoutstanding and liability with respect to obtaining a so-called “private placement number”. The Company agrees Obligors agree to protect and indemnify each Purchaser the Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by or on behalf of the Obligors in connection with the transactions contemplated by this AgreementAgreement and the Security Agreement and the Mortgages.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxXxxxxxxx & Xxx, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, entering into of this Agreement and the consummation of duplicating and printing costs cost and charges for shipping the NotesDebentures, adequately insured to each Purchaser at Purchaser's home office or at such other place as such Purchaser may designate, and so long as Purchaser hold any of the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationDebentures, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesDebentures. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other documentary taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding, it being understood that the Company shall have no obligation to pay any income or property tax payable by Purchaser. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' your reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees to pay, within ten Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number. .c2.'Section 9.5.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees Obligors, jointly and severally, agree to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses (including the fees and expenses of any investment banker or financial consultant) relating to any proposed or actual amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Issuer of its obligations under this Agreement and the NotesNotes or of the Company of its obligations under this Agreement, the Guaranty Agreement (Company) or the Guaranty Agreement (IPG (US)). The Company Obligors, jointly and severally, also agrees agree that it they will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or Agreement, the Notes, the Guaranty Agreement (other than as specified in Company) and the last sentence of SECTION 9.2) Guaranty Agreement (IPG (US)), whether or not any Notes are then outstanding. The Company agrees Obligors, jointly and severally, agree to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement (other than those expressly retained by you).

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost . The Company also agrees to pay directly reasonable attorney's fees incurred by any holder of obtaining a Private Placement Number for the Notes from Standard & Poorin evaluating any controversy and enforcing such holder's Corporation, rights and remedies under this Agreement and all such reasonable expenses relating to any amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendmentsamendment, waivers, waiver or consents consent resulting from any work-out, renegotiation renegotiation, restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement except for any and all brokerage fees and commissions incurred by any Person employed by you in connection with the consummation of this transaction. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, whether or not any such amendment, waiver or consent shall become effective, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser the Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesNotes on the Closing Date, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by any Person other than you in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining a private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such numbers.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with (a) the preparation, execution and delivery entering into of this Agreement, the 1998 Debenture Purchase Agreement, and the Tandem Loan Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationcounsel, and (b) so long as Purchaser holds any of the Series B Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Series B Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Series B Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofof the Transaction Documents, including, without limitation, any amendments, waivers, or consents resulting from any work-outworkout, renegotiation or restructuring relating to the performance by the Company of its obligations under the Transaction Documents, and all other costs and expenses incidental to the performance of the Company's obligations under the Transaction Documents that are not otherwise specifically provided for in this Agreement and the NotesSECTION 10.4. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesTransaction Documents, (other than as specified in the last sentence of SECTION 9.210.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by the Transaction Documents. The parties hereto agree that, except as otherwise provided herein, each of the Purchaser and the Company will pay its own costs and expenses incurred in connection with the preparation, execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including, without limitation, the fees of its counsel; provided that if the transactions contemplated by this AgreementAgreement are not consummated due to the failure of the Company to fulfill any of the conditions set forth in SECTION 4.1, the Company shall pay all of the Purchaser's reasonable out-of-pocket expenses (not to exceed $100,000) in connection with the preparation, execution and delivery of the Transaction Documents, including but not limited to the reasonable fees and disbursements of Davix Xxxx & Xardxxxx, xxecial counsel to the Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses not to exceed $60,000 in the aggregate, in connection with (a) the preparation, execution and delivery entering into of this Agreement and the Debenture Purchase Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation' counsel, and (b) so long as Purchaser holds any of the Preferred Stock, all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesAgreement. The Company also agrees that it will pay and save each Purchaser Purchasers harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notesissuance of the Preferred Stock, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes shares of Preferred Stock are then outstanding. The Company agrees to protect and indemnify each Purchaser Purchasers against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person retained by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2§10.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of a Purchaser.

Expenses, Stamp Tax Indemnity. The Company agrees to pay all expenses in connection with the issuance, sale and delivery to you of the Notes, including the cost of shipping the same to you at your home office or such other place as you may specify. Whether or not the transactions purchase herein contemplated shall be consummated, the Company agrees to pay directly reimburse you for all of your out-of-pocket expenses, including, but not limited to, the Purchasers' reasonable charges and disbursements of your special counsel in connection with the transaction contemplated by this Agreement and all of your out-of-pocket expenses in connection with the preparation, execution and delivery relating to any amendments of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereofhereof or thereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay to indemnify and save each Purchaser hold you harmless against from any and all liability with respect to on account of stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company further agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, costs incurred in obtaining a Private Placement Number, from Standard and Poor's, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Without limiting the provisions of the last sentence of Section 9.2, the Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable playable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person engaged by the Company in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether whether or not the transactions herein contemplated (including the XXXXXXXXXX Assignment) shall be consummated, the Company agrees to XXXXXXXXXX shall pay directly all of its and the Purchasers' reasonable holders of the Certificates out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated or permitted hereby, including but not limited to the reasonable fees, disbursements and other charges of XXXXXXXXXX's counsel, and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, all duplicating and printing costs costs. The Company shall pay all of its out-of-pocket expenses in connection with the preparation, execution and charges for shipping delivery of this Agreement and the Notestransactions contemplated or permitted hereby, adequately insured including but not limited to each Purchaser's home office or at such other place as such Purchaser may designatethe fees and expenses of Dickinson, the cost Wright, Moon, Van Dusen & Freexxx xxx of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and any special counsel. The Company also shall pay all such reasonable expenses relating to the performance of any transactions contemplated or permitted hereby, any title insurance premiums, filings or recordings, any action for the enforcement or collection of the Notes or this Agreement or any Note Document and each amendment, waivers waiver or consents consent pursuant to the provisions hereofhereof or thereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement Agreement, the Notes and the Notesother Note Documents. The Company also agrees that it shall pay any fees and related expenses incurred or to be incurred in connection with its cooperation with Moodx'x xxx S&P as provided in Section 5.9 and all initial and ongoing fees and all out-of-pocket expenses of the Paying Agent, if any, and will pay and save each Purchaser harmless against any and all liability with respect to stamp and other similar taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and execution, delivery or enforcement of this Agreement or the NotesNotes or any other Note Documents, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to shall protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable by the Company to any Person in connection with the transactions contemplated by this AgreementAgreement other than the fees, commissions, costs and expenses of XXXXXXXXXX and its counsel and financial advisors which are to be paid from the proceeds of the XXXXXXXXXX Assignment. Without limiting the foregoing, the Company shall pay the cost of obtaining a Private Placement Number for the Notes and authorizes the submission of such information as may be required by S&P for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' Purchaser's reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Purchaser represents that no placement agent, broker or finder has been retained or engaged by the Purchaser in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the other Senior Subordinated Note Documents and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and or the Notesother Senior Subordinated Note Documents. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any other Person in connection with the transactions contemplated by this Agreement. You represent that you have not retained any broker in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, if any amount becomes payable by the Company under this Section 10.4 prior to the Payment in Full of the Senior Debt (other than expenses payable under this Section 10.4 on the date hereof in connection with the closing of the transactions contemplated hereby), such amount shall not be payable by the Company until the Senior Debt is Paid in Full or otherwise approved by the Senior Lenders, and shall accrue interest at the rate provided in Section 1.1 from the date the Company would otherwise be obligated to pay such amounts until the date paid by the Company.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-of- Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You represent that you have not engaged any broker or finder in connection with the negotiation, execution or delivery of this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated herebyhereby (including all expenses relating to any exchange of the Notes for First Mortgage Bonds as contemplated by ss.5.14 hereof), including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement Agreement, a Supplement and the Notes. The Company also agrees that it will pay and save each Purchaser and Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Agreement, a Supplement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser and Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions original issuance of the Notes as contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and Allied Capital Corporation Note Agreement commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ and the Additional Purchasers’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement (including any Supplement) and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s and/or each Additional Purchaser’s home office or at such other place as such Purchaser and/or such Additional Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement (including any Supplement) and the Notes. The Company also agrees that it will pay and save each Purchaser and each Additional Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement (including any Supplement) or the Notes, (other than as specified in the last penultimate sentence of SECTION 9.2§10.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser and each Additional Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement (including any Supplement) other than any Person retained by or acting on behalf of a Purchaser or an Additional Purchaser, as applicable.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the -39- 44 Allied Holdings, Inc. Note Agreement Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions ------------------------------------------- herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses of the Holders relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. The Company agrees, to the extent permitted by applicable law, to pay and indemnify each Holder against any reasonable costs and expenses, including attorneys' fees and disbursements, incurred by such Holder in evaluating (in connection with any investigation, litigation or other proceeding involving the Company (including, without limitation, any threatened investigation or proceeding) relating to this Agreement or the Notes) and enforcing any rights or remedies under this Agreement or the Notes or in responding to any subpoena or other legal process issued in connection with this Agreement or the transactions contemplated hereby or by reason of any Holder's having acquired any Note, including without limitation costs and expenses incurred in any bankruptcy case. Without limiting the foregoing, to the extent permitted by applicable law, the Company also will pay the reasonable fees, expenses and disbursements of an investment bank or other firm acting as financial adviser to the Holders of the Notes following the occurrence and during the continuance of a Default or an Event of Default or in connection with any such amendment or waiver proposed in connection with any potential Default or Event of Default or any workout, restructuring or similar negotiations relating to the Notes. BEI Technologies, Inc. Assumption Agreement The obligations of the Company under this (S)9.4 shall survive the transfer of any Note or portion thereof or interest therein by any Holder and the payment of any Note.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxCxxxxxx and Cxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured insured, to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. You represent that you have not engaged any broker or finder in connection with the negotiation, execution or delivery of this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx Cutlxx, xxecial counsel to the Purchasersxxur special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting Section 4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Chapxxx xxx Cutlxx xxx disbursements unposted or not incurred as of a Closing Date. The Company also further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstandingoutstanding and to pay and save you harmless against any and all losses, costs and expenses relating to any request by the Requisite Holders of the Notes for the Company to hire a consultant pursuant to Section 5.16(c). The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for each series, and tranche, if any, of the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to obtaining so-called "private placement numbers" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by such Purchaser. Each Purchaser hereby represents to the Company that no broker or finder was employed or retained by it in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses of Prudential and the Purchasers in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxx Xxxxxx LLP, xxecial special counsel to Prudential and the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's the Purchaser at their home office offices or at such other place as such any Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. Without limiting §4.1(h), the Company agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxx Xxxxxx LLP for disbursements unposted or not incurred as of a Closing Date. The Company also further agrees that it will pay and save Prudential and each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify Prudential and each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company agrees to pay the cost of obtaining the private placement number for each Series of the Notes and authorizes the submission of such information as may be required by Standard & Poor’s CUSIP Service Bureau for the purpose of obtaining such number.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to all investment banking and similar fees, the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial special counsel to the PurchasersPurchaser, duplicating and printing costs and charges for shipping the Notes, adequately insured to each the Purchaser's home office or at such other place as such the Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable out-of-pocket costs and expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each the Purchaser harmless against any and all liability with respect to obtaining a "private placement number" for the Notes from Standard & Poor's Corporation in accordance with the requirements of the National Association of Insurance Commissioners and with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the initial issuance of the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each the Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement, other than any such fees or commissions claimed by any Person engaged by the Purchaser. The Purchaser hereby represents to the Company that no broker or finder was employed or retained by it in connection with its purchase of the Notes.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxChapman and Cutler, xxecial special counsel to the Purchasers, duplicating and printing costs axx xxxxting xxxxx and charges for shipping the Notes, adequately insured to each Purchaser's home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2SS.10.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of a Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' ’ reasonable out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx LLP, xxecial special counsel to the Purchasers, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's ’s home office or at such other place as such Purchaser may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's ’s Corporation, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last penultimate sentence of SECTION §9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this AgreementAgreement other than any Person retained by or acting on behalf of a Purchaser.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company Issuer agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any such amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company Issuer of its obligations under this Agreement and the Notes. The Company Issuer also agrees to pay, within five Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of the Closing Date. The Issuer further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company Issuer agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Issuer agrees to pay the cost of obtaining the private placement number for the Notes and authorizes the submission of such information as may be required by Standard & Poor's CUSIP Service Bureau for the purpose of obtaining such number. Section 10.5.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable Purchaser's out-of-pocket expenses in connection with the preparation, execution and delivery entering into of this Agreement and the consummation of the transactions contemplated hereby, including but not limited to the reasonable charges fees, expenses and disbursements of Chapxxx xxx CutlxxSherrard & Roe, xxecial counsel to PLC, Purchaser's counsel, the Purchasers, enterxxx xxxx of xxis Agreement and the consummation of duplicating and printing costs cost and charges for shipping the NotesDebentures, adequately insured to each Purchaser at Purchaser's home office or at such other place as such Purchaser may designate, and so long as Purchaser hold any of the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's CorporationDebentures, and all such reasonable expenses relating to any amendmentamendments, waivers or consents pursuant to the provisions hereofhereof (whether or not the same are actually executed and delivered), including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the NotesDebentures. The Company also agrees that it will pay and save each Purchaser harmless against any and all liability with respect to stamp and other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the NotesDebentures, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes Debentures are then outstanding. The Company agrees to protect and indemnify each Purchaser against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, any cost or expense incurred in obtaining the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporationreferred to in ss.4.4 hereof, and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, waivers or consents resulting from any work-out, renegotiation restructuring or restructuring similar proceedings relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company agrees that it will pay the charges and disbursements of Xxxxxxx and Xxxxxx not later than fifteen Business Days from the date of presentation of an invoice therefor subsequent to each of the Closing Dates. Without limiting the foregoing, the Company also agrees to pay, within fifteen Business Days of receipt thereof, supplemental statements of Xxxxxxx and Xxxxxx for disbursements unposted or not incurred as of each of the Closing Dates. The Company further agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and other taxes, if anyany (other than taxes measured by income), which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by this Agreement.

Expenses, Stamp Tax Indemnity. Whether or not the transactions herein contemplated shall be consummated, the Company agrees to pay directly all of the Purchasers' reasonable your out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement Amendment and Restatement and the transactions contemplated hereby, including but not limited to the reasonable charges and disbursements of Chapxxx xxx CutlxxXxxxxxx and Xxxxxx, xxecial counsel to the Purchasersyour special counsel, duplicating and printing costs and charges for shipping the Notes, adequately insured to each Purchaser's you at your home office or at such other place as such Purchaser you may designate, the cost of obtaining a Private Placement Number for the Notes from Standard & Poor's Corporation, designate and all such reasonable expenses relating to any amendment, waivers or consents pursuant to the provisions hereof, including, without limitation, any amendments, waivers, or consents resulting from any work-out, renegotiation or restructuring relating to the performance by the Company of its obligations under this Agreement and the Notes. The Company also agrees that it will pay and save each Purchaser you harmless against any and all liability with respect to stamp and Petroleum Heat and Power Co., Inc. Sixth Amendment and Restatement other taxes, if any, which may be payable or which may be determined to be payable in connection with the execution and delivery of this Agreement Amendment and Restatement or the Notes, (other than as specified in the last sentence of SECTION 9.2) whether or not any Notes are then outstanding. The Company agrees to protect and indemnify each Purchaser you against any liability for any and all brokerage fees and commissions payable or claimed to be payable to any Person in connection with the transactions contemplated by the Original Note Agreement or this AgreementAmendment and Restatement.