Common use of Expenses and Indemnities Clause in Contracts

Expenses and Indemnities. Whether or not any Discretionary Loan is made hereunder, the Borrower agrees to reimburse the Lender upon demand for: (a) all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and Associated Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of the Loan Documents; and (b) all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

Expenses and Indemnities. Whether or not any Discretionary the Loan is made hereunder, the Borrower agrees to reimburse the Lender upon demand for: (a) for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx Lender and Associated BankXxxxxx) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of the Loan Documents; and (b) all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 10.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

Expenses and Indemnities. Whether or not any Discretionary Loan is made hereunderthe transactions contemplated hereby shall be consummated, the Borrower agrees to reimburse the Lender upon demand forpay: (a) all the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses paid or and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and Associated Bank) in connection with the preparation, reviewnegotiation and closing of this Agreement and other instruments mentioned herein, executioneach funding hereunder, deliveryand all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys' fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, interpretationapproval, collection consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and enforcement other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent's or any Lender's relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the Loan Documentsrate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and (b) all their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) Servicer in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument audits or agreement evidencing the TCF Loaninspections hereunder. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower further agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), Parties from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses (including incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of such Indemnified Party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable attorneys’ fees and disbursements and other costs expenses of investigation such counsel. The covenants of this Section 14 shall survive payment or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result satisfaction of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower payment of amounts owing with respect to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the ObligationsNotes.

Expenses and Indemnities. Whether or not any Discretionary the Loan is made hereunder, the Borrower agrees to reimburse the Lender upon demand for: (a) for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel and financial advisor of each of Lender, Xxxxxx Lender and Associated BankXxxxxx) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of the Loan Documents; Documents and (b) all reasonable expenses paid or incurred by either other work on possible financing activities related to the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF LoanBorrower. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. . The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 10.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

Expenses and Indemnities. (a) Whether or not any Discretionary Loan is made hereunderthe transactions contemplated hereby shall be consummated, the Borrower agrees to reimburse the Lender upon demand forpay: (a) all the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses paid or and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and Associated Bank) in connection with the preparation, reviewnegotiation and closing of this Agreement and other instruments mentioned herein, executioneach funding hereunder, deliveryand all amendments, modifications, approvals, consents or waivers hereto, thereto, hereunder or thereunder, and (c) all reasonable out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (ii) in connection with any workout, amendment, modification, interpretationapproval, collection consent or waiver requested by the Borrower or Parent Guarantor, litigation, proceeding or dispute (other than one between two or more Lenders and enforcement other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), whether arising hereunder or otherwise, in any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, if not paid within 30 days of receipt of invoice, until paid, bear interest at the Loan Documentsrate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs of any field audit examinations that the Agent or any Lender may conduct in its discretion; provided, however, that the Agent, each Lender and (b) all their duly authorized representatives, attorneys and accountants shall use reasonable commercial efforts to share information with one another and otherwise cooperate with on another to limit the number of audits per annum and minimize the expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) Servicer in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument audits or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligationsinspections hereunder.

Expenses and Indemnities. Whether or not any Discretionary Loan is made hereunder, the Borrower agrees to reimburse the Lender upon demand for: (a) for all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx Lender and Associated BankXxxxxx) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of the Loan Documents; and (b) all reasonable expenses paid or incurred by either the Lender or Xxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

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

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

Expenses and Indemnities. Whether or not any Discretionary Loan is made hereunder, the Borrower agrees to reimburse the Lender upon demand for: (a) for all reasonable expenses paid or incurred by either the Lender or Xxxxxx Mxxxxx (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx Lender and Associated BankMxxxxx) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of the Loan Documents; and (b) all reasonable expenses paid . Without the consent or incurred by either any additional direction from the Borrower, the Borrower agrees that the Lender or Xxxxxx (including filing may advance to itself amounts payable by the Borrower under this Section, and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF such advance will be deemed to be a Discretionary Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx Mxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. . The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx Mxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 10.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the Obligations.

Expenses and Indemnities. Whether or not any Discretionary Loan is made hereunderthe transactions contemplated hereby shall be consummated, the Borrower agrees to reimburse the Lender upon demand forpay: (a) the cost of producing and reproducing this Agreement and other instruments mentioned herein; (b) the reasonable fees, expenses and disbursements of the Agent and its counsel (as well as any outside counsel for the Lenders) incurred in connection with the preparation of this Agreement and other instruments mentioned herein, each funding hereunder, and all amendments, modifications, approvals, consents or waivers hereto or hereunder, and (c) all reasonable out-of-pocket expenses paid or (including attorneys’ fees and costs) incurred by either the Agent and by each Lender in connection with (i) the enforcement of this Agreement, the Loan Documents and the Notes against the Borrower and/or the Parent Guarantor or Xxxxxx the administration thereof after the occurrence and during the continuance of a Default or Event of Default, and (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and Associated Bankii) in connection with any workout, amendment or waiver requested by the preparationBorrower or Parent Guarantor, reviewlitigation, executionproceeding or dispute (other than one between two or more Lenders and other than one in which the Borrower commences proceedings against the Lenders or any Lender and prevails therein), deliverywhether arising hereunder or otherwise, amendmentin any way related to the Agent’s or any Lender’s relationship with the Borrower hereunder. The amount of all such expenses shall, modificationif not paid within 30 days of receipt of invoice, interpretationuntil paid, collection and enforcement of bear interest at the Loan Documents; and (b) all reasonable expenses paid or incurred by either the Lender or Xxxxxx rate applicable to principal hereunder (including filing any Default Rate) and recording be an obligation secured by any collateral. After the occurrence and during the continuance of an Event of Default, the Borrower shall pay the costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing field audit examinations that the TCF LoanAgent in its discretion may conduct. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower further agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, to NDX Trading, Inc. The Borrower shall indemnify and hold harmless the Lender and its respective Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “Indemnified Person”), Parties from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities settlement payments, obligations, liabilities, claims, actions or causes of action, and reasonable costs and expenses (including incurred, suffered, sustained or required to be paid by an Indemnified Party by reason of or resulting from any litigation, proceeding or dispute commenced or threatened against the Agent, or any Lender arising out of the transactions contemplated hereby unless such damages, losses, settlement payments, obligations or liabilities were caused by the gross negligence or willful misconduct of the indemnified party. In any investigation, proceeding or litigation, or the preparation therefor, the Agent and each Lender shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable attorneys’ fees and disbursements and other costs expenses of investigation such counsel. The covenants of this Section 14 shall survive payment or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result satisfaction of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower payment of amounts owing with respect to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the ObligationsNotes.

Expenses and Indemnities. Whether Borrowers and Lenders agree that, as the following costs, expenses, charges and other disbursements benefit each Borrower and as such costs, expenses, charges and other disbursements cannot easily be ratably allocated to the account of any Borrower or not Borrowers, each Borrower, unless otherwise specified in this Section 10.1, shall pay, as its Obligation, promptly on demand, and in any Discretionary Loan is made hereunderevent within thirty (30) days of the invoice date therefor, the Borrower agrees to reimburse the Lender upon demand for: (a) all costs, expenses, charges and other disbursements (including, without limitation, all reasonable attorneys' fees and allocated expenses paid or of outside counsel and in-house legal staff) incurred by either or on behalf of Agent or any Lender in connection with the preparation of the Loan Documents and all amendments and modifications thereof, extensions thereto or substitutions therefor, and all costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender or Xxxxxx (including filing and recording costs and including, without limitation all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal counsel of each of Lender, Xxxxxx and Associated Bankstaff) in connection with the furnishing of opinions of counsel (including, without limitation, any opinions requested by Lenders as to any legal matters arising hereunder) and of Borrowers' performance of and compliance with all agreements and conditions contained herein or in any of the other Loan Documents on its part to be performed or complied with; (b) all other costs, expenses, charges and other disbursements incurred by or on behalf of Agent or any Lender in connection with the negotiation, preparation, review, execution, deliveryadministration, amendment, modification, interpretation, collection continuation and enforcement of the Loan Documents, and the making of the Loans hereunder; and (bc) all reasonable expenses paid or incurred by either the Lender or Xxxxxx costs, expenses, charges and other disbursements (including filing and recording costs and fees and expenses of legal counsel of each of Lender, Xxxxxx and TCF National Bank) in connection with the preparation, review, execution, delivery, amendment, modification, interpretation, collection and enforcement of any document, instrument or agreement evidencing the TCF Loan. The Borrower agrees to pay, and save the Lender harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The Borrower agrees to indemnify and hold the Lender harmless from any loss or expense which may arise or be created by the acceptance of instructions for making Loans or disbursing the proceeds thereof. The Borrower agrees to indemnify and hold the Lender and Xxxxxx harmless from any obligation to pay any fees or commissions to any broker or finder in connection with the TCF Loan or the transactions contemplated in the Loan Documents, including, without limitation, all reasonable attorney's fees and allocated expenses of outside counsel and in-house legal staff) incurred by or on behalf of Agent or any Lender in connection with the assignment or attempted assignment to NDX Tradingany other Person of all or any portion of any Lender's interest under this Agreement pursuant to Section 11.10; and (d) regardless of the existence of an Event of Default or Potential Event of Default, Inc. The all legal, appraisal, audit, accounting, consulting or other fees, costs, expenses, charges or other disbursements incurred by or on behalf of Agent or any Lender in connection with any litigation, contest, dispute, suit, proceeding or action (whether instituted by Lenders, Agent, any Borrower or any other Person) seeking to enforce any Obligations of, or collecting any payments due from, any Borrower under this Agreement and the Notes, all of which amounts shall indemnify be deemed to be part of the Obligations; provided, however, that Lenders shall be entitled to collect the full amount of such costs, expenses, charges and other disbursements only once. Notwithstanding anything to the contrary contained in this Section 10.1, so long as no Event of Default or Potential Event of Default shall have occurred and be continuing, all appraisals of the Eligible Inventory shall be at the expense of Lenders. If an Event of Default or Potential Event of Default shall have occurred and be continuing, such appraisals shall be at the expense of the Requesting Borrower. . Whether or not the transactions contemplated hereby shall be consummated: . Each Borrower, as to itself, and FSI, jointly and severally as to itself and each Borrower, shall pay, indemnify, and hold harmless the Lender and its respective Affiliateseach Lender, Agent and each such Person’s of their respective officers, directors, employees, attorneyscounsel, agents and representatives attorneys-in-fact (each, an “"Indemnified Person”), ") harmless from and against any and all suitsliabilities, obligations, losses, damages, penalties, actions, proceedingsjudgments, claimssuits, damagescosts, lossescharges, liabilities and expenses or disbursements (including reasonable attorneys’ attorney's fees and disbursements the allocated cost of in-house counsel) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other costs Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of investigation debtors or defenseany appellate proceeding) related to this Agreement or the Loans or the use of the proceeds thereof, including those incurred upon whether or not any appeal) Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that may be instituted Borrowers and FSI shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or asserted against or incurred by any willful misconduct of such Indemnified Person as the result of any representation or warranty made by the Borrower in the Loan Documents or in any certificate, statement, report or other writing furnished by the Borrower to the Lender or Xxxxxx pursuant to the Loan Documents or any other instrument, document or agreement shall prove to have been false or misleading. The obligations of the Borrower under this Section 11.2 shall survive any termination or expiration of the Discretionary Facility and payment in full of the ObligationsPerson.